Filed by Automated Filing Services Inc. (604) 609-0244 - Teryl Resources Corp.

20-F 1 form20f.htm ANNUAL REPORT FOR THE FISCAL YEAR ENDED MAY 31, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Teryl Resources Corp. - Form 20-F

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

FORM 20-F

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934– n/a

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -

For the fiscal year ended May 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 – n/a

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934- n/a

Commission File Number 000-31076

TERYL RESOURCES CORP.
(Exact name of registrant as specified in its charter)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

240 - 11780 Hammersmith Way
Richmond, British Columbia V7A 5E9, Canada
(Address of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close
of the period covered by the annual report. 36,777,688 shares of Common Stock as at May 31, 2005.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]

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.
Yes [ ] No [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):
Yes [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 [X] Item 18 [ ]

Index to Exhibits on Page 78

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TABLE OF CONTENTS

PART I		6
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	6
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	6
ITEM 3.	KEY INFORMATION	6
A.	SELECTED FINANCIAL DATA	6
B.	CAPITALIZATION AND INDEBTEDNESS	8
C.	REASON FOR THE OFFER AND USE OF PROCEEDS	8
D.	RISK FACTORS	8
ITEM 4.	INFORMATION ON THE COMPANY	16
A.	HISTORY AND DEVELOPMENT OF THE COMPANY	16
B.	BUSINESS OVERVIEW	18
C.	ORGANIZATIONAL STRUCTURE	29
D.	PROPERTY, PLANTS AND EQUIPMENT	29
ITEM 4A.	UNRESOLVED STAFF COMMENTS	52
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	52
A.	OPERATING RESULTS	53
B.	LIQUIDITY AND CAPITAL RESOURCES	55
C.	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC	57
D.	TREND INFORMATION	57
E.	OFF-BALANCE SHEET ARRANGEMENTS	57
F.	TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS	57
G.	SAFE HARBOUR	58
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	58
A.	DIRECTORS AND SENIOR MANAGEMENT	58
B.	COMPENSATION	60
C.	BOARD PRACTICES	63
D.	EMPLOYEES	63
E.	SHARE OWNERSHIP	64
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	64
A.	MAJOR SHAREHOLDERS	64
B.	RELATED PARTY TRANSACTIONS.	65
C.	INTERESTS OF EXPERTS AND COUNSEL.	66
ITEM 8.	FINANCIAL INFORMATION	66
A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	66
B.	SIGNIFICANT CHANGES	66
ITEM 9.	THE OFFER AND LISTING	66
A.	OFFER AND LISTING DETAILS	66
B.	PLAN OF DISTRIBUTION	69
C.	MARKETS	69
D.	SELLING SHAREHOLDERS	69
E.	DILUTION	69
F.	EXPENSES OF THE ISSUE	69
ITEM 10.	ADDITIONAL INFORMATION	69
A.	SHARE CAPITAL	69
B.	MEMORANDUM AND ARTICLES OF ASSOCIATION	69
C.	MATERIAL CONTRACTS	71
D.	EXCHANGE CONTROLS	72
E.	TAXATION	72
F.	DIVIDENDS AND PAYING AGENTS	74
G.	STATEMENT BY EXPERTS.	74
H.	DOCUMENTS ON DISPLAY.	74
I.	SUBSIDIARY INFORMATION	74
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	74
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	76
PART II		76
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	76
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY	76

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	HOLDERS AND USE OF PROCEEDS.	76
A.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS	76
B.	USE OF PROCEEDS.	76
ITEM 15.	CONTROLS AND PROCEDURES	76
ITEM 16.	[Reserved]	77
ITEM 16A.	Audit Committee Financial Expert	77
ITEM 16B.	Code of Ethics	77
ITEM 16C.	Principal Accountant Fees and Services	77
ITEM 16D.	Exemptions from the Listing Standards for Audit Committees	77
ITEM 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	78
PART III		78
ITEM 17.	FINANCIAL STATEMENTS	78
ITEM 18.	FINANCIAL STATEMENTS	79
ITEM 19.	EXHIBITS	79
	GLOSSARY OF MINING TERMS	81

	SIGNATURE PAGE	84

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Introduction

BUSINESS OF TERYL RESOURCES CORP.

We make expenditures on acquiring mineral properties and carrying out exploration work. We also acquire oil and gas property interests and participate in drilling wells. The recoverability of amounts shown for investments, mineral properties, interest in oil and gas properties and the related deferred expenditures are dependent upon the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete the exploration, the profitability of future production or our ability to dispose of those assets on a profitable basis. Our ongoing operation is dependent upon cash flow from successful operations and equity financing. Under US GAAP, the Company has incurred a loss of $756,744 in the year ended May 31, 2005 (2004 - $1,444,266; 2003 - $543,950). These consolidated financial statements do not include adjustments that would be necessary should it be determined that we may be unable to continue as a going concern.

Foreign Private Issuer Status:

Teryl Resources Corp. (hereinafter referred to as “us”, “we”, “our” the “Registrant” or the “Company” or “Teryl”) is a Canadian corporation incorporated under the laws of the Province of British Columbia. Over 50% of our common stock is held by non-United States citizens and residents; our business is administered principally outside the United States; and more than 50% of our assets are located outside the United States. As a result, we believe that we qualify as a "foreign private issuer" for continuing to report regarding the registration of our common stock using this Form 20-F annual report format.

FINANCIAL AND OTHER INFORMATION

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

FORWARD-LOOKING STATEMENTS

Certain statements in this document constitute “forward-looking statements”. Some, but not all, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions. Although we have attempted to identify important factors that could cause actual results to differ materially from expected results, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of our common share price and volume; and tax consequences to U.S. Shareholders. We are obligated to keep our information current and revise any forward-looking statements because of new information, future events or otherwise.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

This Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in Item 1 is not required. Please see “Item 6 – Directors, Senior Management and Employees – Directors and Senior Management”.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

This Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in Item 2 is not required.

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The summary consolidated financial information set forth below should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements, as of and for the years ended May 31, 2005 and May 31, 2004, together with the notes thereto, which appear elsewhere in this annual report. The Consolidated Financial Statements as of and for the years ended May 31, 2005, 2004 and 2003 have been audited by Morgan & Company Chartered Accountants, as indicated in their audit report. Our selected financial data for Fiscal 2003/2002 ended May 31st was derived from our financial statements that have been audited by June Fitzmartyn, Chartered Accountant, as indicated in her audit reports. Both Morgan and Company and June Fitzmartyn are members of the Canadian Institute of Chartered Accountants.

The selected financial data set forth in the following table is expressed in Canadian dollars. Since June 1, 1970, the Government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. At May 31, 2005, US$1.00 was equal to approximately C$1.2512.

Our financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) and Canadian/USA Generally Accepted Auditing Standards (GAAS). All material numerical differences between Canadian GAAP and US GAAP, are described in footnotes to the financial statements. We are a Canadian company and therefore our financial statements have been prepared in Canadian dollars.

The following represents our selected financial data for each of the past five fiscal years, ending on May 31:

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Fiscal Years Ended May 31

	May 31, 2005	May 31, 2004	May 31, 2003	May 31, 2002	May 31, 2001
CANADIAN GAAP
Revenue	$ 28,307	$ 21,037	$ 24,255	$ 19,510	$ 92,911
Income (Loss) for the Period	(515,740)	(791,776)	(323,812)	(82,360)	68,843
Basic Income (Loss) Per Share	(0.01)	(0.03)	(0.01)	(0.00)	(0.00)
Dividends Per Share	Nil	Nil	Nil	Nil	Nil
Weighted
Average.
Shares	34,436,365	28,295,934	23,939,714	23,033,238	23,033,238
Period-end Shares (#)	36,777,688	33,180,688	25,238,088	23,033,238	23,033,238
Working Capital	138,460	20,032	(1,395,628)	(1,023,465)	(873,430)
Mineral Properties	219,397	196,795	176,150	156,698	156,699
Long-Term Debt	Nil	Nil	Nil	Nil	Nil
Capital Stock	9,944,335	9,018,122	6,297,375	6,020,427	6,020,427
Shareholders’ Equity (Deficit)	3,153,433	2,736,381	638,054	772,990	843,350
Total Assets	3,409,709	3,144,121	2,117,591	1,829,524	1,733,434

U.S GAAP
Net Loss (1)	(756,744)	(1,444,266)	(543,950)	(169,321)	(432,005)
Loss Per Share	(0.02)	(0.05)	(0.02)	(0.01)	(0.02)
Mineral Properties	219,397	196,795	176,150	156,698	156,699
Shareholders’ Equity	408,838	234,842	(1,214,996)	(860,909)	(707,579)
Total Assets	$ 665,114	$ 642,583	$ 264,541	$ 195,625	$ 182,505

(1) Cumulative Net Loss since incorporation through May 31, 2005 under US GAAP was $9,779,870 approximately.

(2) Under US GAAP, options granted as compensation for services provided are fair valued and an expense recorded.

(3) Under SEC interpretation of US GAAP, all exploration costs related to exploration-stage properties are expensed in the period incurred.

Reference is made to "Item 4. Information on the Company" and "Item 5. “Operating and Financial Review and Prospects” for a description of the initiation and progression of our activities since incorporation.

We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Our present policy is to retain all available funds for use in our operations and the expansion of our business.

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Currencies and Exchange Rates:

We publish our financial statements in Canadian dollars. Unless otherwise indicated, monetary amounts referred to in this annual report are in Canadian dollars. Unless otherwise indicated, all translations from Canadian dollars to US dollars have been made at a rate of CDN$ 1.2512 to US$ 1.00, the noon buying rate as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") on May 31, 2005. We do not represent that Canadian dollar or US dollar amounts could be converted into US dollars or Canadian dollars, as the case may be, at any particular rate, the rates below or at all. The following table sets forth noon buying rate for US dollars in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York for the periods indicated:

The following table lists the average exchange rate for US$1.00 to the Canadian dollar for the last five years based on the average month-end exchange rates.

Year	Average (CAD $)	Low/High (CAD$)	May 31 (CAD $)
2005	1.2692	1.1775/13.772	1.2512
2004	1.3435	1.2690/1.4114	1.3666
2003	1.5272	1.3446/1.5963	1.3712
2002	1.5679	1.5102/1.6128	1.5275
2001	1.5153	1.4639/1.5790	1.5461

B. CAPITALIZATION AND INDEBTEDNESS

This Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in this Item 3.B is not required

C. REASON FOR THE OFFER AND USE OF PROCEEDS

This Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in Item 3.C is not required.

D. RISK FACTORS

The occurrence of any of the following risks could hurt our business, financial condition or results of operations. In such case, the trading price of our shares could decline and you could lose all or part of your investment. Other risks and uncertainties not now known to us or that we think are immaterial may also impair our business.

RISK FACTORS RELATED TO OUR BUSINESS

We have no current mining operations and if we ever commence mining operations we face certain risks, any of which could result in our ceasing operations.

We have no current mining operations and no revenue from mining operations. If we ever commence actual mining operations, such operations would face the risk of changing circumstances, including but not limited to:

failure of production to achieve metal recovery levels indicated by pre-production testing of drill core and bulk samples;
estimates of reserves being adversely affected by encountering unexpected or unusual geological formations;

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production costs being adversely affected by unforeseen factors such as substantial adverse changes in exchange rates or changes in environmental protection requirements, breakdowns and other technical difficulties, slides, cave-ins or other natural disasters, work interruptions or labor strikes;
the grade of ore actually mined being lower than that indicated by drilling results;
persistently lower market prices of the products mined than those used to determine the feasibility of mining a mineral occurrence;
adverse changes in interest rates that may apply to project development debt.

Any oil and gas we may discover or produce may not be readily marketable at the time of production, delaying our ability to generate meaningful revenue.

Crude oil, natural gas, condensate and other oil and gas products are generally sold to other oil and gas companies, government agencies and other industries. The availability of ready markets for oil and gas that we might discover and the prices obtained for such oil and gas depend on many factors beyond our control, including:

the extent of local production and imports of oil and gas;
the proximity and capacity of pipelines and other transportation facilities;
fluctuating demand for oil and gas;
the marketing of competitive fuels; and
the effects of governmental regulation of oil and gas production and sales.

Natural gas associated with oil production is often not marketable due to demand or transportation limitations and is often flared at the producing well site. Pipeline facilities do not exist in certain areas of exploration and, therefore, any actual sales of discovered oil and gas might be delayed for extended periods until such facilities are constructed.

Financing Risks.

There is no assurance that we will be able to secure the financing necessary to explore, develop and produce our mineral properties.

We do not presently have sufficient financial resources or operating cash-flow to undertake solely all of our planned exploration and development programs. The development of our properties may therefore depend on obtaining a joint venture partners, and on our ability to obtain additional required financing. There is no assurance we will be successful in obtaining the required financing, the lack of which could result in the loss or substantial dilution of our interests (as existing or as proposed to be acquired) in our properties as disclosed herein. In addition, we have no experience in developing mining properties into production and its ability to do so will be dependent upon securing the services of appropriately experienced personnel or entering into agreements with other major mining companies which can provide such expertise.

As noted in our audited consolidated financial statements for the year ended May 31, 2004 we have incurred significant operating losses and have an accumulated deficit of $ 9,779,870 at May 31, 2005. Furthermore, we had working capital surplus of $ 138,460 as at May 31, 2005, which is not sufficient to achieve our planned business objectives. Our ability to continue as a going concern is dependent on continued financial support from our shareholders and other related parties, the ability of the Registrant to raise equity financing, and the attainment of profitable operations, external financings and further share issuances to meet our liabilities as they become payable.

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Our ability to continue as a going concern is dependent on continued financial support from our shareholders and other related parties, our ability to raise equity capital financing, and the attainment of profitable operations, external financings and further share issuance to satisfy working capital and operating needs.

Significant Losses for the Foreseeable Future.

We expect to incur significant losses for the foreseeable future and cannot be certain when or if we will achieve profitability. Failure to become and remain profitable will adversely affect the value of our Common Shares and our ability to raise capital and continue operations.

Volatility of the TSX Venture Exchange may adversely affect the price of the Common Stock.

Certain stocks listed on the TSX Venture Exchange have experienced significant price and volume fluctuations and decreases which have adversely affected the market price of our and other stocks listed on the TSX Venture Exchange without any regard to the underlying fundamentals of such stocks. These broad market fluctuations, which may occur in the future, as well as issues more specifically related to our business activities or prospects, our financial performance, intellectual property, may continue to adversely affect the market price of the Common Stock.

We do not expect to pay cash dividends.

We intend to retain any future earnings to finance our business and operations and any future growth. Therefore, we do not anticipate paying any cash dividends in the foreseeable future.

Potential lack of attractive investment targets.

Continued volatility of stock prices on the TSX Venture Exchange may have a material adverse effect on our ability to raise capital on the TSX Venture Exchange or by private investment, and the price of our common stock could fluctuate substantially.

Other Factors.

Our areas of business may be affected from time to time by such matters as changes in general economic conditions, changes in laws and regulations, taxes, tax laws, prices and costs, and other factors of a general nature which may have an adverse effect on our business.

Conflict of Interest.

Some of our current officers and directors have other unrelated full-time positions or part-time employment. Some officers and directors will be available to participate in management decisions on a part-time or as-needed basis only. Our management may devote its time to other companies or projects which may compete directly or indirectly with us.

U.S. Investors May Not Be Able To Enforce Their Civil Liabilities Against Us or Our Directors, Controlling Persons and Officers.

We are organized under the laws of Canada. All of our directors, controlling persons and officers are residents of Canada and all or a substantial portion of their assets and substantially all of our assets are located outside of the United States. As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.

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In addition, you should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.

However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided they are in compliance with applicable Canadian legislation regarding the limitation of actions. Also, a judgment obtained in a U.S. court would generally be recognized by a Canadian court except, for example:

-	where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law;

-	the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

-	the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;

-	a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court;

-	the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy;

-	the judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or

-	there has not been compliance with applicable Canadian law dealing with the limitation of actions.

Our competitors have greater financial and technical measures and we may not be able to acquire additional attractive mineral properties on acceptable terms.

Significant and increasing competition exists for mineral opportunities in Canada and the United States. There are a number of large established mineral companies with substantial capabilities and greater financial and technical resources than us. We may be unable to acquire additional attractive mineral properties on terms we consider acceptable. Accordingly, there can be no assurance that our exploration programmes will yield any new reserves or result in any commercial mineral operations.

We face strong competition from larger oil and gas companies, which could harm our business and ability to operate profitably.

The exploration and production business is highly competitive. Many of our competitors have substantially larger financial resources, staffs and facilities. Our competitors in the United States include numerous major oil and gas exploration and production companies, especially major oil and gas companies such as BP Amoco, Exxon/Mobil, Texaco/Shell and Conoco/Phillips. These major oil and gas companies are often better positioned to obtain the rights to exploratory acreage for which we may compete. If we are unable to adequately address our competition, including, but not limited to, finding ways to secure profitable oil and gas producing properties, our ability to earn revenues will suffer.

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As a "foreign private issuer”, we are exempt from the Section 14 proxy rules and Section 16 of the Securities Act may result in shareholders having less complete and timely data.

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data. The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

RISK FACTORS RELATED TO THE NATURAL RESOURCE INDUSTRY

Exploration and Development Risks.

There is no assurance given by the Company that our exploration and development programs and properties will result in the discovery, development or production of a commercially viable ore body. The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At present, none of the Registrant’s properties have defined ore bodies with reserves and resources, and the proposed exploration programs are an exploratory search for ore. There is no assurance that our mineral exploration and development activities will result in any discoveries of bodies of commercial ore. The probability of an individual prospect ever having “reserves” and being commercially viable is extremely remote, and, in all probability, our properties do not contain any reserves, and any funds spent on exploration will probably not be recovered. Unusual or unexpected geological structures or formations, fires, power outages, labour disruptions, floods, explosions, cave-ins, land slides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. We have relied and may continue to rely upon consultants and others for construction and operating expertise. The economics of developing gold and other mineral properties are affected by many factors including capital and operating costs, variations of the grade of ore mined, fluctuating mineral markets, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Depending on the price of gold or other minerals produced, we may determine that it is impractical to commence or continue commercial production. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract metal from ore and to develop the mining and processing facilities and infrastructure at any site chosen for mining. No assurance can be given that funds required for development can be obtained on a timely basis. The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately foreseen or predicted, such as market fluctuations, the global marketing conditions for precious and base metals, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals and environmental protection.

Estimates of Mineral Deposits.

There is no assurance that any estimates of mineral deposits herein will not change. Although all figures with respect to the size and grade of mineralized deposits included herein have been carefully prepared by the Company, or, in some instances have been prepared, reviewed or verified by independent mining experts, these amounts are estimates only and no assurance can be given that any identified mineralized deposit will ever qualify as a commercially viable mineable ore body that can be legally and economically exploited.

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Mineral Prices.

There is no assurance that mineral prices will not change. The mining industry is competitive and mineral prices fluctuate so that there is no assurance, even if commercial quantities of a mineral resource are discovered, that a profitable market will exist for the sale of same.

Title Opinions.

The existence of title opinions should not be construed to suggest that we have good and marketable title to all of our properties. We follow the usual industry practice in obtaining title opinions with respect to our lands. No examination has been made of the ground to determine if any of our mineral claims have been staked or assessment work carried out.

Regulatory Approvals.

Our operations require the procurement of numerous permits and compliance with an extensive number of codes and regulations. Mining, exploration and exploitation permits are required. While we believe that all requirements in this regard have been met, failure to comply with regulatory requirements could result in permits being withdrawn or suspended. Further, changes in these regulations or in their application may adversely affect our operations.

Oil and gas price fluctuations in the market may harm results of our operations.

The results of our operations are highly dependent upon the prices received for our anticipated oil and natural gas production. As of the date of this 20-F, we do not own any interests in any properties which are producing more than minimal levels of oil or natural gas. Should we acquire an interest in an actual producing property, substantially all of our sales of oil and natural gas would likely be made in the spot market, or pursuant to contracts based on spot market prices, and not pursuant to long-term, fixed-price contracts. Accordingly, the prices we might receive for any eventual oil and natural gas production are dependent upon numerous factors beyond our control. These factors include the level of consumer product demand, governmental regulations and taxes, weather trends, the price and availability of alternative fuels, the level of foreign imports of oil and natural gas and the overall economic environment. Significant declines in prices for oil and natural gas could harm our financial condition, results of operations and quantities of reserves recoverable on an economic basis. Any significant decline in demand for or prices of oil or gas could harm our financial condition and results of operations.

Compliance with, or breach of, environmental laws can be costly and could limit our operations or reduce profitability causing investors to lose their investment.

Our operations are subject to numerous and frequently changing laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. We may now or in the future own or lease properties that have been used for the exploration and production of minerals and oil and gas and these properties and the wastes disposed on these properties may be subject to the Comprehensive Environmental Response, Compensation and Liability Act, the Oil Pollution Act of 1990, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act and analogous state laws. Under such laws, we could be required to remove or remediate previously released wastes or property contamination. Laws and regulations protecting the environment have generally become more stringent and, may in some cases, impose “strict liability” for environmental damage. Strict liability means that we may be held liable for damage without regard to whether we were negligent or otherwise at fault. Environmental laws and regulations may expose us to liability for the conduct of or conditions caused by others or for acts that were in compliance with all applicable laws at the time they were performed. Failure to comply with these laws and regulations may result in the imposition of administrative, civil and criminal penalties.

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Although we believe that any current operations are in substantial compliance with existing requirements of governmental bodies, our ability to conduct continued operations is subject to satisfying applicable regulatory and permitting controls. Our current permits and authorizations and ability to get future permits and authorizations, particularly in foreign countries, may be susceptible, on a going forward basis, to increased scrutiny, greater complexity resulting in increased costs, or delays in receiving appropriate authorizations. We are required to obtain an environmental permit or approval from Utah prior to conducting seismic operations, drilling a well or constructing a pipeline in that location. Compliance with these laws and regulations may increase our costs of operations, as well as further restrict our operations. If the costs of such compliance exceeds what we may have budgeted, our ability to earn revenues will be harmed.

Third Party Reliance.

Our rights to acquire interests in certain mineral properties have been granted by third parties who themselves hold only an option to acquire such properties. As a result, we may have no direct contractual relationship with the underlying property holder.

UNCERTAINTIES AND RISKS RELATING TO COMMON SHARES

There is only a limited public market for our common shares on the TSX Venture Exchange and that market is extremely volatile.

There is only a limited public market for our common shares on the TSX Venture Exchange, and there is a risk that that a broader or more active public trading market for our common shares will never develop or be sustained, or that current trading levels will not be sustained.

The market price for the common shares on the TSX Venture Exchange has been and we anticipate will continue to be extremely volatile and subject to significant price and volume fluctuations in response to a variety of external and internal factors. This is especially true with respect to emerging companies such as ours. Examples of external factors, which can generally be described as factors that are unrelated to the operating performance or financial condition of any particular company, include changes in interest rates and worldwide economic and market conditions, as well as changes in industry conditions, such as changes in oil and natural gas prices, oil and natural gas inventory levels, regulatory and environment rules, and announcements of technology innovations or new products by other companies. Examples of internal factors, which can generally be described as factors that are directly related to our consolidated financial condition or results of operations, would include release of reports by securities analysts and announcements we may make from time-to-time relative to our operating performance, drilling results, advances in technology or other business developments.

Because we have a limited operating history and no profits to date, the market price for the common shares is more volatile than that of a seasoned issuer. Changes in the market price of the common shares, for example, may have no connection with our operating results or prospects. No predictions or projections can be made as to what the prevailing market price for the common shares will be at any time, or as to what effect, if any, that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

You will be subject to the risks associated with penny stock classification which could affect the marketability of our equity securities and shareholders could find it difficult to sell their stock.

Our stock is subject to “penny stock” rules as defined in Securities and Exchange Act rule 3a51-1. The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Our common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks

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generally are equity securities with a price of less than US $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our equity securities in the United States and shareholders may find it more difficult to sell their shares.

A limited number of shareholders will collectively continue to own a majority of our common shares.

A limited number of shareholders will collectively continue to own a majority of our common shares after this offering and may act, or prevent corporate actions, to the detriment of other shareholders. Our principal shareholders, including entities affiliated with members of our management team, will own more than 25% of our outstanding common shares. Accordingly, these shareholders may, if they act together, exercise significant influence over all matters requiring shareholder approval, including the election of a majority of the directors and the determination of significant corporate actions after this offering. This concentration could also have the effect of delaying or preventing a change in control that could be otherwise beneficial to our shareholders.

You should not expect to receive dividends.

We have never paid any cash dividends on shares of our capital stock, and we do not anticipate that we will pay any dividends in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion of our business. Any future determination to pay cash dividends will be at the discretion of our board of directors, and will be dependent upon our consolidated financial condition, results of operations, capital requirements and other factors as our board of directors may deem relevant at that time.

Our right to issue additional capital stock at any time could have an adverse effect on your proportionate ownership and voting rights.

We are authorized under our Articles of Incorporation to issue 100,000,000 common shares. Subject to compliance with applicable corporate and securities laws, we may issue these shares under such circumstances and in such manner and at such times, prices, amounts and purposes as our board of directors may, in their discretion, determine to be necessary and appropriate. Your proportionate ownership and voting rights as a common shareholder could be adversely affected by the issuance of additional common shares, including a substantial dilution in your net tangible book value per share.

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ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

History

Teryl Resources Corp. was incorporated on May 23, 1980, as Candy Mountain Gold Corporation under a perpetual charter pursuant to the Company Act (British Columbia) by the registration of its Memorandum of Association and Articles of Association. On January 20, 1984, a special resolution was passed changing its name to Teryl Resources Corp.

In September 1985 we made a public offering of our Common Shares to residents of British Columbia and, following the completion of the offering, our shares were listed on the Vancouver Stock Exchange (now the TSX Venture Exchange) on September 13, 1985.

On October 25, 1985 a special resolution was passed authorising the creation of 5,000,000 preferred shares with a par value of $1.00.

On November 30, 1988, a special resolution was passed altering our Memorandum and adopting new Articles which changed our authorized capital from 10,000,000 Common Shares without par value to 30,000,000 Common Shares without par value and 5,000,000 Preferred Shares of non-voting stock with a par value of $1.00.

At the Annual General Meeting of Shareholders held in November, 2000, it was resolved to increase the Common shares to 100,000,000, which was completed November 25, 2002.

At the annual general meeting held January 22, 2003, the board of directors of the Company was granted approval to apply to have the Company's named changed to Teryl Gold Inc. The name change was accepted by the Province of British Columbia on February 4, 2003; however, the Company did not complete the paperwork for informing regulatory authorities, and, therefore, continued to use the name of Teryl Resources Corp. On November 25, 2004, the name was changed back to Teryl Resources Corp. with the Province of British Columbia.

On March 29, 2004, the new British Columbia Business Corporations Act (the "BCA") came into force in British Columbia and replaced the former Company Act (“Former Act”), which is the statute under which we were previously governed. Under the BCA, every company incorporated under the Company Act must complete a mandatory transition rollover under the BCA to substitute a Notice of Articles for its Memorandum within two years of March 29, 2004. The only information contained in the Notice of Articles is the authorized share structure of the company, the name of the company, the address of the registered and records office of the company, and the names and addresses of the directors of the company. We filed a transition application with the Registrar of Companies British Columbia to transition to the BCA and completed the Transition on September 13, 2004.

As a pre-existing Corporation under the Company Act, we were subject to provisions contained in the BCA known as the “Pre-Existing Company Provisions”. The Pre-Existing Company Provisions are statutory provisions intended to preserve certain provisions of the Company Act to companies incorporated under the Company Act. Under the BCA, we have the option to replace the Pre-Existing Company Provisions with a new form of Articles to take advantage of the benefits of the BCBCA, provided the shareholders approve the change.

Accordingly, at the annual meeting held on November 15, 2004, our shareholders approved a special resolution to alter the Notice of Articles to remove the application of the Pre-Existing Company Provisions.

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In addition to deleting the Pre-Existing Company Provisions, the Board of Directors were also of the view that it would be in our best interest to adopt a new set of Articles to replace our Articles. The new Articles will reflect the flexibility and efficiency permitted under the BCA, while maintaining a significant portion of the existing governing provisions. As a result, most of the changes in the new Articles are minor in nature, and are not substantive changes. On November 15, 2004, the shareholders also approved a special resolution to replace the articles of the Company.

Since our inception and during the five fiscal years ending in May 31, 2005, we have been involved in oil and gas exploration/production and mineral property development. We have investigated several mineral properties in both Canada and the United States and currently retain only the interests described below. Although testing work has been done on these properties indicating the presence of gold, there is presently no positive indication that they contain any economic mineral resources and, as a result, their value has been written down to $1.

Despite continuing exploration work, it is our position that none of our mineral property interests currently have any value other than the value carried on our books, and we will continue to maintain that position, for business operating purposes, until such time as either a production decision is made on a property, or such property interest is sold at a value above that carried on our books.

Our corporate offices and our registered and records offices are located at Suite 240 - 11780 Hammersmith Way, Richmond, BC V7A 5E9, Canada. Our telephone number is 604-278-5996.

As at May 31, 2005, we owned interests in the following mineral properties:

a 10% interest in the Stepovich Lease mining claims located in the Dome Creek area of the Fairbanks District of Alaska;
a 100% interest in the West Ridge mining claims located in the Dome Creek area of the Fairbanks District of Alaska carrying a formal agreement between us and Fairbanks Gold Mining, Inc., wherein a five year payment and expenditure program and an ongoing advance royalty payment program against future production by Fairbanks Gold Mining, Inc. to us may subsequently result in Fairbanks earning a 70% vested interest in the West Ridge mining claims with us retaining a 30% vested interest.
a 20% participating interest in the Gil Venture mining claims located in the Dome Creek area of the Fairbanks District of Alaska, An agreement. with Fort Knox Venture required them to pay us a total of $143,500 US, all of which was received by May 31, 1995, and to contribute $600,000 US to fund approved programs and budgets, which was done, and earned them an 80% participating interest in the property.
On March 5, 2002, the Company and Linux Gold Corp. entered into an agreement whereby Teryl may earn up to a 50% interest in the Fish Creek mineral claims located in the Fairbanks district of Alaska, USA by expending $ 500,000 US within three years and issuing 200,000 common shares (issued December 16, 2002 for a deemed value of $ 16,000). Linux will have a 5% net royalty interest until Teryl pays $ 200,000 US.
Pursuant to a purchase agreement dated August 18, 2003, the Company paid Michael D. Roberts $5,000 ($ 6,559 Cdn.), with an additional $ 142,500 US owing in the next three years, for a 100% interest (subject to a 5% net profit interest) for 70.785 acres located in the Fairbanks Mining district of Alaska, USA, known as Anderson Group 2nd Tier R.L. of Dome Creek.

Through our subsidiary, Teryl, Inc., we own a 4.680% Net Revenue Interest, after royalties and a carried interest by the operator, in the Peters No. 1 Well located in Fayette County, Texas, and a 5.79375% Net Revenue Interest, after 22.75% royalties, in each of the Jancik #1 and Hermann #4 wells located in Burleson County, Texas.

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To May 31, 2005, the mineral development business has produced no revenues from operations and the oil and gas business has produced only limited revenues.

The fiscal year end of the Registrant is May 31.

We had no employees at May 31, 2005.

B. BUSINESS OVERVIEW

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

This section uses the term “inferred resources.” We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or prefeasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on any of our properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

If we complete our current exploration programs and if we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve on any of our properties.

Equity financing is required to continue exploration work on our mineral claims. As a result of the uncertainty that is typical in an explorative company there is doubt about our ability to continue as going concern as ultimate success will be based on securing adequate equity financing and/or the determination of economically recoverable mineral reserves on its mineral property claims.

During the fiscal year ended May 31, 2005 we raised $926,213 through the sale of equity securities. We raised $ 2,650,187 through the sale of equity securities during the fiscal year ended May 31, 2004.

We make expenditures on acquiring mineral properties and carrying out exploration work. We also acquire oil and gas property interests and participate in drilling wells. The recoverability of amounts shown for investments, mineral properties, interest in oil and gas properties and the related deferred expenditures are dependent upon the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete the exploration, the profitability of future production or our ability to dispose of those assets on a profitable basis. Our ongoing operation is dependent upon cash flow from successful operations and equity financing. Under US GAAP, the Company has incurred a loss of $756,444 in the year ended May 31, 2005 (2004 - $1,444,266; 2003 - $543,950). These consolidated financial statements do not include adjustments that would be necessary should it be determined that we may be unable to continue as a going concern.

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Mineral Properties

Gil Venture

Pursuant to various agreements the Company, through its subsidiary, Teryl, Inc., acquired a 50% interest in 237 claims located in the Gilmore Dome area of Fairbanks District of Alaska. On May 31, 1991, the Company, its subsidiary Teryl Inc., NERCO Exploration Company and Fort Knox Venture entered into an agreement which granted the Company a 20% participating interest in the claims, valued at $ 150,000 US ($ 171,720 Cdn). Under the agreement Fort Knox Venture paid the Company a total of $ 143,500 US and to contributed $ 600,000 US to fund approved programs and budgets earning them an 80% participating interest in the property with Teryl, Inc. retaining a 20% participating interest. Fort Knox Venture through its operator Fairbanks Gold, has been doing exploration and development work on this property and hopes to go into production in the next few years. This has resulted in the Company, Inc. being required to pay its 20% share of expenses, which amounted to $ 104,824 US (126,925 Cdn) in the May, 2005 year and $ 227,916 US ($305,267 Cdn) in the May, 2004 year. Further cash calls are expected for the 2005 year.

In September 29, 2003 we completed the first phase drill program served two purposes. Firstly, it increased the geologic understanding of the Main Gil gold deposit to provide a more accurate gold distribution deposit model, and secondly, it has extended the strike length of the Main Gil zone to almost 3,000 feet.

Following is a summary of the 2003 Phase 2 Exploration Program for the Gil Project including estimated costs:

	1.	Additional core and reverse circulation drilling to more fully define the limits and magnitude of gold mineralization at the Main Gils deposit and other targets. This phase including assaying, geologic services, access road and drill pad construction, and reclamation of surface disturbance, is estimated at US$750,000;
	2.	A cultural resources survey to determine the presence (or absence) of historical artifacts in the project area. This phase of work is estimated to cost US$81,000;
	3.	Wetlands delineation and a Threatened and Endangered Species surveys are estimated to cost US$26,000;
	4.	Costs under a State of Alaska Reimbursable Services Agreement for project-related activities are estimated to be US$23,000;
	5.	Detailed digital topography, suitable for engineering studies and design, for the area of the mineral deposits are estimated to be US$20,000;
	6.	Access and haul road design activities and construction cost estimates, US$75,000;
	7.	Preliminary hydrologic studies and construction of a piezometer network are estimated to cost US$50,000; and
	8.	Drilling of a production (water) well to characterize the nature and volume of ground water in the vicinity of the Main Gil deposit, US$50,000.

The total estimated cost of the proposed work program is US$1,075,000. Teryl Resources Corp.’s share (20%) of these costs is US$215,000 plus management fees.

Phase 2 drilling was completed bringing 2003 drilling totals to 27,590 feet of reverse circulation drilling in 127 holes and 8,917 feet of diamond core drilling in 31 holes. The best gold results were on Hole # GVR03-398, which intersected 135 feet of 0.087 opt gold including 85 feet of 0.121 opt gold.

Elsewhere on the Gil project, preliminary hydrology and engineering studies, resource database modeling and baseline environmental data continue to be gathered in accordance with revised Phase II work plans.

Sourdough Ridge fieldwork has outlined two significant calc-silicate units that out crop on the surface for approximately 300 feet in a northeast-southwest trend and remains open to the northeast. In the Intersection Area drilling confirmed strong gold values located in trenching and outlined an east-west trend to the mineralization. One drill hole was collared in the western portion of the Gil Joint Venture block, but did not intersect significant mineralization. This area remains to be thoroughly investigated.

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Sourdough Ridge

The Sourdough Ridge target is located on the adjacent ridge east of the Main Gil. Drilling and trenching have outlined a mineralized trend that strikes northeast. Gold is primarily found in veins and shears hosted in calc-silicate rock, similar to that of the Main Gil. This prospect and several gold anomalies associated with calc-silicate units in the area have not been adequately drill tested. A 2,500- foot drilling program in conjunction with soil sampling and trenching is proposed to test this target.

2004 Gil Exploration Area

The 2004 Gil Exploration Area begins in the Last Chance Creek drainage and extends for five miles in a northeast direction to soil anomalies in the Lohr Creek drainage. Most exploration activities have focused in the Main Gil area, leaving a large portion under-explored. A total of 600 rock and soil samples, 1,500 feet of drilling and 1,200 feet of trenches are proposed to test this trend.

In January 2005, we received a preliminary exploration summary for the Kinross/Teryl Gil Joint Venture program. The Gil Joint Venture exploration program consisted of geologic mapping, the excavating of four trenches totaling 1,020 feet, the drilling of 18 reverse circulation drill holes totaling 4,175 feet, and collecting of over 1,000 rock and soil samples for assays.

In April 2005, we received the Gil joint venture progress report for the 2004 exploration program. The goal of the 2004 Gil Exploration Program was to identify gold targets that could significantly increase the potential resource of the claim block. Field work began on June 21, 2004 and took place in the central and eastern portions of the claim area. This included the Main Gil Area, Sourdough Ridge, Intrusive Ridge, All Gold Ridge and Too Much Gold Ridge. Exploration activities consisted of geologic mapping, 1,020 feet of trenching, 18 reverse circulation drill holes totaling 4,175 feet, and the collection of over 1000 rock and soil samples for gold assay. Initial fieldwork outlined eight gold targets that warranted further exploration. Drilling in the final portion of the exploration season tested five of the eight targets.

Also in April, 2005, a program and budget was approved by Kinross Gold Corp. to move the Gil Joint Venture from the exploration to the development stage. The approved budget is US$793,800.

Budget Summary -Estimated Cost $USD Permitting 520,000, Engineering 160,000, Data Folio 75,000, Airborne Geophysics 28,800, Reclamation 10,000, Total 793,800.

Permitting - The Joint Venture plans to initiate the process of permitting the Gil deposit once sufficient baseline data has been collected. Several state permits and approvals are required which will likely include a Plan of Operations, Solid Waste Disposal Permit, Storm Water Discharge Multi-Sector General Permit for Industrial Activities or a NPDES Discharge Permit, 404 Wetlands Permit, a Reclamation and Closure Plan and a Monitoring Plan. The U.S. Army Corps of Engineers will complete an Environmental Assessment as required by NEPA. Baseline studies needed include fugitive emissions, geochemistry, surface and groundwater hydrology, aquatic biota, wetlands delineation, cultural resource survey, socioeconomic analysis, and noise and visual impact studies. The cultural resources survey and wetland delineation were completed in 2004. Surface and ground water hydrology was initiated in 2000. The Environmental Assessment required under NEPA will drive the timeline, but permitting could be completed in 2006 provided there is no significant public opposition.

Engineering - Engineering projects include deposit model, pit design, mine plan, access road design, geotechnical review for pit slope angles, and dewatering review of related test work.

Data Folio - Baseline studies for permitting Gil have been initiated in 2005 and will continue in 2006 as will the development of mine plans for the Gil property. Permitting and engineering activities are significant budgetary items this year. A properly cleaned, compiled, and interpreted digital database will be used to identify new targets and develop new target concepts, and will also have obvious value as Gil transitions from exploration to development.

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Airborne Geophysics - A high resolution aeromagnetic and EM resistivity survey, the draped helicopter survey will be flown along 100 m spaced lines and at a 30 m ground clearance. Approximately 300 line kms of the 2,310 kms survey will be flown over the Gil Venture property. The purpose of the survey is to provide resolution of subtle magnetic texture like that associated with the Fort Knox deposit and to add resistivity as a complimentary data set. The objective is to produce a more detailed structural and lithologic base map of the Fort Knox Trend. This base will help focus other targeting activities and may identify targets for an immediate drill test on the Gil Joint Venture.

West Ridge

Pursuant to an agreement dated January 12, 1989, the Company, through its subsidiary Teryl, Inc., and Mohawk Resources Alaska, Inc. acquired an option to earn up to 51% interest in the West Ridge (53 claims) mineral properties (approximately 5,200 acres) located in the Dome Creek area of the Fairbanks District of Alaska, USA for $ 42,500 cash, payments on an assumed liability of $ 60,838 US, work commitments of $ 350,000, issuing 250,000 shares and 50,000 shares as a finder's fee on the acquisition of this property. In November 1991, we acquired a 100% interest in the West Ridge claims from Mohawk by issuing 100,000 shares, paying the annual rent of $ 1,060 US ($ 1,210 Cdn) and recording the work done on the claims.

On March 19, 1997, the Company and Placer Dome US Inc., entered into a lease agreement whereby Placer Dome could earn up to a 70% equity interest in the property. During the 1998 year we received $20,727 before Placer Dome suspended the agreement on August 1, 1997. During the 1999 year, we conducted an exploration program on the claims.

Pursuant to a letter agreement, between Kinross Gold Corporation and Teryl, Inc. dated October 15, 1998 and a formal agreement dated August 1, 1999, Kinross may earn a 70% interest in the West Ridge claims by paying $ 285,000 US over five years ($ 25,000 US [$37,388 Cdn] was received Sept. 23, 1999), expending $ 1,500,000 US on a work program over five years and paying all property and assessment payments during that time. Beginning with the fifth anniversary Kinross will pay $ 200,000 US annually as advance royalty payments against future production from the property. After the five year payment and expenditure program Kinross will have earned a 70% vested interest and Teryl, Inc. will retain a 30% vested interest and they will proportionately share any further expenditures.

At May 31, 2000, Teryl, Inc. wrote off $ 8,367 in property costs and $ 17,186 in deferred exploration costs against the option payment received and at May 31, 2001, wrote off $ 11,714 in property costs and $23,033 in deferred exploration costs against the $ 53,036 ($ 35,000 US) option payment received. On November 30, 2001, Kinross withdrew from the agreement after satisfying all current obligations. Teryl, Inc. retains its 100% interest in the claims.

In August 2003 field exploration on the Company’s 100%-owned West Ridge property discovered a new gold zone with the same mineralization that hosts the gold deposits in the Fairbanks Mining District, Alaska, including the Fort Knox gold mine, eight miles southeast. Exploration activity identified several highly prospective areas for future reverse circulation drill targets.

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Once through this false bedrock, soil samples were taken as deep as 6 feet below surface and often contained abundant ocherous red-orange soil at the bedrock interface. Soil such as this is often associated with gold bearing shear zones in the district. Assays were received from the Phase I auger drilling and rock sampling program on the Old Glorygold zone of the Company’s 100% owned West Ridge Property.

The highest rock sample assayed 0.29 ounces of gold per ton and the best results from the auger drilling samples assayed 1,155 ppb gold. Ten samples have values of 250 to 1,000 ppb and 43 samples have values of 100 to 250 ppb values in gold in the soil (see chart below). Gold values in excess of 100 ppb outline several significant gold deposits in the district, including Fort Knox, True North and Dolphin, suggesting the soil anomalies at the Old Glory zone may represent a significant new intrusive-related gold discovery.

Soil sampling results suggest a false bedrock layer of shingled barren quartz mica schist exists about 3 to 4 feet below surface. Once through this false bedrock, soil samples were taken as deep as 6 feet below surface and often contained abundant ocherous red-orange soil at the bedrock interface. Soil such as this is often associated with gold bearing shear zones in the Fairbanks Mining District. According to Avalon Development Corporation, these anomalous values warrant additional exploration to define drill targets in search of an intrusive-related gold discovery.

In September 2003 the Phase II field exploration on the Company’s 100%-owned West Ridge property expanded the size of the gold discovery at the Old Glory prospect. In addition, fieldwork confirmed the presence of eclogite-grade metamorphic rocks similar to those which host Kinross Gold’s 660,000 ounce True North gold deposit located two miles north of the West Ridge project. Phase II rock and soil auger sampling was completed at the Old Glory prospect and expanded the extent of anomalous gold in rocks and soil to an area measuring 400 meters northeast-southwest by 200 meters northwest-southeast. Soil values in this grid range up to 1,155 parts per billion (1.16 grams per tonne) gold with 2,850 parts per million (ppm) arsenic and 200 ppm tungsten. Rock samples collected from old prospect pits and trenches within the soil grid returned values up to 10.0 grams (1/3 of an ounce) per tonne gold, 5,900 ppm arsenic and 144 ppm bismuth. Substantial mineralization is found where the northeast trending structure intersects the northwest-trending structure. Arsenic mimics gold to a large degree while tungsten and bismuth mineralization are less definitive.

Gold mineralization at Old Glory is associated with sericite alteration in a strong sodium depletion zone. Of significance is that mineralization appears to be controlled by the Eldorado fault, a major northeast-trending district-scale structure which bounds the 2.4 million ounce Ryan Lode gold deposit located 16 miles southwest and the 660,000 ounce True North gold mine, just 2 miles northeast. Along this same fault lies Teryl’s Black Dome prospect, State of Alaska lease recently acquired, another gold anomalous area discovered by summer field exploration. Rocks of similar character to True North are present at both the Old Glory and the Black Dome areas, which suggests a genetic link between both mineralized prospects.

In November 2003 the third phase of auger drilling was completed and three trenches totaling 342 meters were completed on the newly discovered West Ridge gold zone. The Company’s geological consultants, Avalon Development, report that a series of shear zones were encountered in the trenches with widespread iron, arsenic and antimony oxides present. The shears strike northeast and northnorthwest and are marked by fault gouge, breccia and shearing with quartz veins ranging up to centimeters. The most promising rocks include intense red iron oxide after pyrite, yellow antimony oxide after stibnite and apple green arsenic oxide after arsenopyrite. Unaltered quartz veins containing jamesonite were discovered in a shear zone in Trench 1. Jamesonite is commonly present in high-grade mineralization found elsewhere in the Fairbanks District. The rocks are pervasively sericite altered and at the southwest end of Trench 3 a granodiorite intrusive body was encountered which exhibits sericitic alteration similar to that seen in other intrusive-hosted gold systems in the region. The extent of this intrusive body is unknown at present.

Auger drilling on the Old Glory prospect has expanded the extent of anomalous gold in rocks and soil to an area measuring 500 meters northeast – southwest by 500 meters northwest – southeast. Soil values in this grid range up to 2,130 parts per billion (over 2 grams of gold per ton) and rock samples collected from the trenches returned values up to 10 grams (1/3 of an ounce per ton gold). Mineralization remains open to expansion to the northeast, southwest and northwest.

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In December, 2003 the Company received results from Avalon Development Corp. on the trench geochemical results and ground geophysics recently completed on the Old Glory prospect on the Company’s 100% owned West Ridge claims in the Fairbanks District.

The most significant geochemical results from the three West Ridge trenches came from the last 15 meters of trench 3 which averaged 596 ppb gold and intersected a highly oxidized sericite altered diorite to granodiorite intrusive containing up to 2.98 grams per tonne gold with 3,140 ppm arsenic (Table 1). Alteration associated with the intrusive included strong sericitic alteration and a marked increase in aluminum and sodium values. This sort of silicate alteration is normally associated with albitization in and adjacent to gold-bearing intrusives in the Tintina Gold Belt of Alaska and the Yukon. This intrusive mass remains open to expansion to the west and south into an area of the previously completed soil auger grid where gold soil values are consistently anomalous (+50 ppb) and reach up to 1,000 ppb. This portion of the soil grid, measuring at least 100 meters north-south by 150 meters east-west, is defined by an amorphous gold-in-soil pattern similar to that seen in intrusive hosted gold occurrences elsewhere in the district. This portion of the grid also yielded grab rock samples which returned up to 10 grams per tonne gold from quartz-vein float, the highest grades recovered from the property to date.

Given the presence of well-mineralized intrusives in Trench 3, the extent of anomalous gold in soils adjacent to it and the presence of higher grade gold in rock samples from this area, a larger intrusive mass may exist south of the Old Glory discovery zone. Geophysical evidence supports this and the following conclusions:

1. Backhoe trenching has revealed the presence of northeast trending mineralized shear zones at Old Glory. These shear zones correspond to linear gold – arsenic anomalies outlined by soil auger sampling.
2. Backhoe trenching has revealed the presence of highly mineralized sericite altered intrusives which appear to underlie the southern end of the 2003 soil auger grid.
3. Magnetics profiles appear capable of distinguishing between barren quartz mica schist and quartzite of the Fairbanks Schist from more magnetic rocks of the Chatanika Terrane. 4. Magnetic profiles did not encounter enough intrusive rock to determine whether or not it could distinguish intrusives from Fairbanks Schist with any certainty.

Avalon Development Corp. has recommended additional ground geophysics, trenching and drilling. The Company anticipates this will commence on the gold intrusive discovery in early 2004.

A follow-up magnetic survey was conducted January 26th, 2004. The survey is a southern extension to the earlier work based on prior trenching and soil sampling, and is an attempt to define the southern limits of the intrusive - hosted schist. The ground magnetic over the intrusive in trench 3 extends the target area at least 700 feet south of the end of the trench and it corresponds with the high gold in soils discovered by last years soil auger drill program.

In April 2004 2680 feet of reverse circulation drilling was completed on the first phase of our gold exploration program on the West Ridge property. To date, a total of six holes, of the proposed 15 hole drilling program, have been completed to test the targets outlined by last years trenching, sampling and geophysical work. all of the holes encountered anomalous gold mineralization. The most significant of the intervals came from hole #4, which returned 35 feet grading 1.68 grams of gold per tonne (0.049 opt) including a 20 foot section that returned 2.2 grams gold per tonne. The last three holes were designed to test the intrusive and EM conductors outlined by the State Airborne Geophysical survey. Three of the holes hit intrusive rock as well as schist, sulphide mineralization, with quartz veining, which was present in all six holes. Most of the drilling intersected favourable rock at or near the surface and more pervasive mineralization at greater depths.

Rock and soil sampling was conducted in August approximately 1,600 meters west of the Old Glory prospect where the Company discovered significant gold mineralization in 2003 (see News Release dated April 28, 2004). Exploration in the newly discovered area was prompted by past soil sampling conducted by Amax Gold that indicated anomalous gold and arsenic in soils on the ridgeline between Moose Creek #1 and Moose Creek #2. Initial sampling consisted of 14 soil samples and 20 rock samples collected from hand-dug pits.

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One of two areas selected for this work returned soil samples containing gold values ranging up to 848 ppb with elevated arsenic and antimony values. Gold, arsenic and antimony values were consistently higher in soil samples collected over granodiorite intrusive host rocks suggesting a possible genetic association between the intrusive rocks and gold mineralization. Rock samples collected from the same hand-dug pits where soil samples were collected returned gold values ranging up to 4,350 ppb (4.3 gpt or 0.127 opt). Gold was associated with anomalous arsenic and antimony and was hosted by iron oxide stained quartz-bearing intrusives and quartz-mica schist of the Fairbanks Schist. The extent of the mineralization is open to expansion beyond the areas sampled to date in 2004.

Based on the positive results from preliminary sampling, additional soil and rock sampling will be conducted in October with the goal of defining future drilling targets for this part of the West Ridge property. The 100%-owned West Ridge property is two miles south of the Kinross’s True North deposit, and six miles north of the Fort Knox deposit, which was reported to contain 4 million ounces of gold at a grade of 0.03 opt gold.

No field work was conducted on the West Ridge property during 2005.

Black Dome

In July 2003 we announced we had successfully negotiated a lease of 440 acres in the Fairbanks Mining District, Alaska from the State of Alaska, Mental Health Trust Land Office (TLO). The trust land is adjacent to the western portion of the Company’s 100% owned West Ridge claims and 40 acres is strategically located within the West Ridge claims, which is on the edge of a geochemical gold anomaly. The gold anomaly may possibly be on trend with the 4000-foot western gold anomaly, which is geochemically similar to the gold mineralization at the True North deposit, according to AMAX Gold’s report completed in 1999. The True North gold deposit was purchased by Kinross Gold for CAD$94 million in shares and cash from La Teko Resources and Newmont Mining Corporation. An exploration work program will be submitted for approval immediately to the Trust Land Office to locate drill targets on the newly acquired lease.

In consideration for the State of Alaska lease, a production royalty on the lease land is granted to the State of Alaska, Trust Land Office (TLO) as follows:

Price of Gold (per ounce) Production Royalty
Below $300.00 2.5%
$300.01 - $350.00 3.0%
$350.01 - $400.00 3.5%
$400.01 - $450.00 4.0%
$450.01 - $500.00 4.5%
Above $500.00 5.0%

Additionally, Teryl will grant a 1% Net Smelter Return (NSR) on its 100% owned West Ridge property with first refusal to purchase the 1% NSR in the event that TLO decides to sell.

An exploration program started in August 2003. Exploration is being conducted by the Company’s geological consultant, Avalon Development Corp., who is focused on finding another True North-type gold discovery on the Black Dome area of Teryl’s recently acquired trust land. The Eldorado Fault cuts through the Black Dome, the same fault that bounds Kinross Gold’s True North gold deposit, approximately three miles northeast.

Avalon field crews will sample a newly discovered old trench at Black Dome, which contains rubble composed of black carbonaceous schist cut by numerous quartz-carbonate veinlets. Most of the carbonate has been altered to a soft brown-red oxide, similar to oxide ore at the True North. The trench will be cleared of debris to sample bedrock and determine gold values to locate drill targets.

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We do not consider the Black Dome Property to be a material property.

Misty Lake Diamond Property

In September 2001, International Diamond Syndicate Ltd. (a private company 40% owned by the Issuer, 40% owned by Berkshire International Mining Ltd. and 20% owned by Geodex Minerals Ltd.), along with its partners, Major General Resources Ltd. and SouthernEra Resources Ltd., entered into a letter agreement optioning the Misty Lake diamond property to BHP Billiton Diamonds Inc. The International Diamond Syndicate Ltd. owns a 16% interest in the 71,600-acre Misty Lake Diamond Property located in the Northwest Territories.

In the same month, BHP Billiton Diamonds Inc. completed a 2,800-line kilometre, high-definition airborne electromagnetic survey over the majority of the property. Preliminary interpretation indicated the presence of a variety of scattered geophysical anomalies on the property. BHP Billiton Diamond Inc. must drill test its selected targets by 2003 and if kimberlite is encountered through drilling, then it will have earned a 35% in the Misty Lake property. BHP has terminated the agreement with Major General, SouthernEra and The International Diamond Syndicate. We do not consider the Misty Lake Diamond Property to be a material property.

Fish Creek Claims

In March 2002, the Issuer entered into an agreement with LinuxWizardry Systems, Inc. whereby the Issuer acquired the option to purchase a 50% undivided interest, subject to a 5% royalty interest to a maximum of US$2,000,000, in 30 mineral claims located in the Fort Knox Mine area of the Fairbanks District, Alaska. The Issuer must issue 200,000 shares to the optionor and spend US$500,000 on property exploration over a three-year period. The Issuer may purchase the optionor’s 5% royalty for US$500,000 within the first year of production on the claims. The said agreement was subsequently amended allowing LinuxWizardry to back-in for a 25% working interest after the $500,000 expenditure in lieu of the 5% royalty interest.

In September, 2002 the Company received confirmation of an approved mining lease. The confirmation eliminates any past or future claim disputes. This mining lease clearly delineates our 30 claims, which were previously overstaked.

The Fish Creek gold claims lie adjacent to the Gil Claims.

In March, 2003 our geologist consultant, Avalon Development Corp., completed the Fish Creek reverse circulation drilling program. A total of five holes were drilled to test several magnetic anomalies for potential placer and lode gold mineralization. However, assays on the first phase of drilling on the Fish Creek claims, Alaska, have not revealed economic values on four out of the five hole reverse drilling program. Hole number five, however, intercepted 5 feet of 2.33 PPM gold between 45 – 50 feet from surface. The five-hole reverse circulation drill program was completed to test several magnetic anomalies for placer and lode gold values.

The next phase of drilling recommended is to locate the extension of the gold discovery on the adjoining Gil project, which may extend onto the Fish Creek property. Also recommended on Fish Creek is seismic exploration on the western portion of the property to locate economic placer channels.

A ground magnetic survey was completed on the Fish Creek property on November 20, 2003 on the right limit (east) side of Fish Creek Valley, approximately 600 – 700 feet down-valley from the toe of the Fort Knox mine fresh water supply dam. Extremely high grade gold placer accumulations were encountered in a narrow right-limit channel during excavation of the Fort Knox mine fresh water dam site but their extent and grade downstream on the Fish Creek property has never been explored. A two-person crew, consisting of James Munsell, from Avalon Development and equipment operator, Kerry Adler from On-Line Exploration Services, Inc. conducted the survey.

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This was an orientation survey to test the right limit bench for a suspected buried placer gold-bearing channel east of Fish Creek. Surveys of this type have been successful in locating elevated magnetic field intensities associated with the heavy, magnetic mineral concentrations often associated with placer gold accumulations.

The field survey consisted of two lines with 200-foot line spacing and 10-foot station spacing, which appears to provide sufficient detail to extrapolate magnetic data between lines. Total field and vertical gradient magnetic data have a good correlation, suggestive of adequate base station data. Signatures from the two traverses are interpreted to cross five features, of which three have the possibility of being associated with alluvial concentrations of various characteristics.

The two anomalies recommended for physical testing are those indicative of alluvial heavy magnetic mineral concentration encountered on the west side of Lines 100N and 300N, just east of Fish Creek, and the strong anomaly on the eastern extent of Line 300N. Depth estimates for these targets, are generally 8 to 12 feet.

Avalon Development has recommended a program of additional ground magnetics followed by trenching and/or large-diameter auger drilling to evaluate the two most promising alluvial gold targets in early 2004.

In July 2004 we announced that the drilling permit had been approved by the State of Alaska exploration division, on the Fish Creek property.

In July 2004 a total of 20 soil samples were collected near Odden Creek with a hand held power auger to depths from 2 to 7.5 feet. These holes were placed on a grid pattern with hole spacings of 200 feet to test for metal anomalies and to examine bedrock chips in proximity to intrusive colluvium found on the surface. Several groupings of holes were weakly anomalous in gold pathfinder elements and identified as prospective lode gold targets. Total cost of this program was $1,800.

In September and October 2004 a 22 hole (1,506 feet) reverse circulation drilling program was completed on the property. Twenty holes were drilled on two widely spaced lines to test the placer gold potential while two deeper holes were drilled to test an intrusive-related lode gold target (Keener, 2005b). Six of the twenty placer holes returned intervals with gold values in excess of 0.01 ounces of gold per cubic yard. Values ranged from 0.0108 to 0.0629 ounces per cubic yard over widths of 5 to 8 feet. These values suggest potential for commercially viable alluvial gold resources may exist on the Fish Creek project. Total cost of the combined placer and lode drilling program was approximately $54,000.

After completing the placer drilling, two lode gold exploration holes totaling 405 feet of drilling were completed on the south side of Odden Creek. Samples were collected every five feet, but did not result in any significant concentrations of metals or other pathfinder elements. The best values for gold were 0.038 ppm and 0.040 ppm, found in T04RC01 at 195 feet and 200 feet, respectively.

In December 2004, a total of twenty 8-inch diameter RC placer holes – from 40 to 70 feet deep -- were completed and two 5.5 -inch diameter RC lode holes 200 and 205 feet deep were drilled to test an intrusive target. Alluvial placer gravels were generally sampled on intervals of five feet and concentrated with a Denver Goldsaver. Drill cuttings were directed from the drill string through the swivel-head into the Goldsaver via slurry hose for immediate concentration. Placer concentrates were carefully panned and all visible gold particles were extracted, dried, weighed, and saved for further analysis. Other heavy minerals found in each sample interval were also dried, weighed and saved for later analysis. The drill-concentrator system employed in this program does not permit accurate measurements of the sample volumes, therefore, sample grades are derived by dividing the recovered mass of placer gold by the volume of an ideal cylinder. Sample grades also incorporate a purity of 900 fine, which is based on historical production documented at placer mines upstream from the 2004 drilling program.

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Auger drilling near Odden Creek, conducted on July 13, 2004 to test “C” soil geochemistry, resulted in several weak metal anomalies. One hole (T04A001) which penetrated the intrusive target and several surrounding holes (T04A002, -003, &-004) were elevated in silver, lead, arsenic and bismuth. Another hole (T04A010) was anomalous in zinc, arsenic, copper, iron, sulphur and tungsten, suggesting a potential sulphide deposit.

For 2005, to elevate the upper part of the paystreak, the partners plan to drill four lines of closely spaced holes 50 to 100 feet apart on lines spaced 500 to 1,000 feet apart. The lower part of the paystreak can be developed to measured resource status by drilling two lines of closely spaced holes on lines spaced 2,000 feet apart. After the results of the proposed drilling are known a preliminary feasibility study may be performed to address economic and mining factors that will affect the economic extraction of placer gold.

Neither of the two lode holes drilled in 2004 on Odden Creek intercepted economic grades of gold. Hole T04RC01 terminated in mineralized, quartz-veined, graphitic schist assaying small amounts of gold.

In August 2005, we announced that an extensive auger drilling program has commenced on the All Gold Creek geophysical anomaly, on the Fish Creek property. The auger track rig can drill up to a depth of 80’, several auger drill holes are planned to test the aerial geophysical anomaly and the coincident gravity low target for future R/C drilling, based on positive results for the auger drilling program.

Stepovich Lease

The Company, through our subsidiary Teryl, Inc., entered into a mineral lease agreement, effective August 1, 1989, with the Estate of Mike Stepovich for a twenty year period, on the seven Stepovich lode claims located in the Dome Creek area of the Fairbanks District of Alaska for annual royalty payments, work commitments and shares, subject to production royalties of between 4% and 13% of Net Smelter Returns. On September 28, 1990, we granted an option to Fort Knox Venture to acquire all of Teryl’s interest in the Stepovich lease, except for a 10% Net Profit Interest for Teryl, for US$187,500 (C$217,819 paid) and performing 3,000 feet of drilling on the property, which was done. Fort Knox Venture assumed all of the Company’s liabilities and obligations under the Stepovich lease, under an assignment dated May 29, 1992. Teryl, Inc. retains the 10% Net Profit Interest in the claims. The Company’s subsidiary, Teryl, Inc., has written down these claims to a nominal value of US$I.

We do not consider the Stepovich Lease to be a material property.

Oil and Gas Properties

Peters, Jancik, and Herrmann Wells, Fayette County, Texas
The Company owns 6.5% working interest (4.680% net revenue interest) in the Peters No. 1 Well, in Fayette County, Texas, and a 7.5% working interest (5.79375% net revenue interest) in each of the C-S #1, Jancik #2 and Herrmann #4 wells, located in Burleson County, Texas.

Competition

Significant and increasing competition exists for the limited number of gold acquisition opportunities available in North, South and Central America and elsewhere in the world. As a result of this competition, some of which is with large established mining companies which have greater financial and technical resources than the Registrant, the Registrant may be unable to acquire additional attractive gold mining properties on terms it considers acceptable. Accordingly, there can be no assurance that the Registrant’s exploration and acquisition programs will yield any new reserves or result in any commercial mining operation.

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Oil and gas exploration and acquisition of undeveloped properties is a highly competitive and speculative business. We compete with a number of other companies, including major oil companies and other independent operators which are more experienced and which have greater financial resources. Such companies may be able to pay more for prospective oil and gas properties. Additionally, such companies may be able to evaluate, bid for and purchase a greater number of properties and prospects than our financial and human resources permit. We do not hold a significant competitive position in the oil and gas industry.

Seasonality

We can only carry out exploration when weather is favourable. Typically, we cannot carry out any work during the months of November to March on our mineral properties.

Availability of Raw Materials

Not applicable.

Marketing Strategy

We do not have any plans for a marketing strategy at this time.

Dependency upon Patents/Licenses/Contracts/Processes

Not applicable. We do not have any material agreements upon which we are dependent.

Material Effects of Government Regulation

Exploration and development activities require permits from various foreign, federal, state and local governmental authorities. To the best of our knowledge, we are operating in compliance with all applicable environmental regulations.

Mineral Exploration

Exploration and development activities, require permits from various foreign, federal, state and local governmental authorities. To the best of our knowledge, we are operating in compliance with all applicable environmental regulations.

Our current and anticipated future operations, including further exploration activities, require permits from various state and other governmental. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of oil and gas and resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on us and cause increases in capital expenditures which could result in our ceasing operations. We have had no material costs related to compliance and/or permits in recent years, and anticipate no material costs in the next year.

Oil and Gas Exploration

Our oil and gas operations are or will be subject to various types of regulation at the federal, state and local levels. Such regulation includes requiring permits for the drilling of wells; maintaining bonding requirements in order to drill or operate wells; implementing spill prevention plans; submitting notification and receiving permits relating to the presence, use and release of certain materials incidental to oil and gas operations; and regulating the location of wells, the method of drilling and casing wells, the use, transportation, storage and disposal of fluids and materials used in connection with drilling and production activities, surface usage and the restoration of properties upon which wells have been drilled, the plugging and abandoning of wells and the transporting of production.

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Our operations are or will be also subject to various conservation matters, including the regulation of the size of drilling and spacing units or pro-ration units, the number of wells which may be drilled in a unit, and the unitization or pooling of oil and gas properties. In this regard, some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases, which may make it more difficult to develop oil and gas properties. In addition, state conservation laws establish maximum rates of production from oil and gas wells, generally limit the venting or flaring of gas, and impose certain requirements regarding the ratable purchase of production. The effect of these regulations is to limit the amounts of oil and gas we may be able to produce from our wells and to limit the number of wells or the locations at which we may be able to drill.

Our business is affected by numerous laws and regulations, including energy, environmental, conservation, tax and other laws and regulations relating to the oil and gas industry.

Failure to comply with any laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on our future operations.

We believe that our operations comply in all material respects with applicable laws and regulations and that the existence and enforcement of such laws and regulations have no more restrictive an effect on our operations than on other similar companies in the energy industry. We do not anticipate any material capital expenditures to comply with federal and state environmental requirements.

C. ORGANIZATIONAL STRUCTURE

Our wholly-owned subsidiary, Teryl, Inc. was incorporated on November 17, 1988, in the State of Delaware and registered to do business in the USA, to hold and operate the Alaska mineral property interests and Texas oil and gas well interests. Teryl Resources Corp. owns 6,500,500 shares of Teryl, Inc., which is 100% of the issued shares at May 31, 2005.

For a list of our significant subsidiaries, see “Item 10 – Additional Information – Subsidiary Information”.

D. PROPERTY, PLANTS AND EQUIPMENT

Our properties are in the exploration stage and a substantial amount of capital will have to be spent on each property before we will know if they contain commercially viable mineral deposits. Our material properties are located in Alaska and Arizona. Our properties are without known reserves and the work being done by us is exploratory in nature.

Our executive offices are located in rented premises in a commercial business park located in Richmond, British Columbia, Canada, a suburb of Vancouver. The space is shared with several other companies which share common management. The monthly rent for its portion of this 1,000 square foot space is $500.00. These facilities are believed to be adequate for meeting our needs for the immediate future. If required in the future, we do not anticipate that we will have any difficulty in obtaining additional space at favorable rates. There are no current plans to purchase or otherwise acquire any properties in the near future.

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Mineral Properties

GIL PROPERTY

Project Description and Location

We own a 20% interest in the Gil Mineral Claims, which consist of 237 unpatented contiguous state mineral claims encompassing slightly less than 3,836.4 hectares located 32 kilometers northeast of Fairbanks, Alaska. Kinross Gold Corporation (“Kinross”) owns the other 80% of the claims and acts as operator of the project.

Kinross and the Company each contribute to annual exploration costs on an 80:20 ratio with net profits distributed in that same proportion in the event of production. We may opt to reduce its interest in the Gil Mineral Claims by choosing not to contribute its portion of the annual exploration expenditure. Its interest would then be reduced on a pro-rata basis utilizing the following formula:

$150,000
($600,000 + expenditure for the year)

At its sole option, Kinross may choose to carry our portion of expenditures in the form of an interest-bearing demand note, principal and interest to be added in the event of application of the reduction formula. Should we fail to contribute our share of the exploration costs or fail to honour the demand note within 30 days of formal request for payment, we would be considered in default. In a default situation, our interest would be reduced by double the amount normally applied by the reduction formula. In the event our interest is reduced below 10%, our interest would be converted to a 5% net profits interest with no further financial contributions required.

State mining claims in Alaska require a minimum annual work expenditure of $100 per claim prior to the first of September of each year. Unused expenditures may be carried forward and subsequently utilized in successive years to a total of five years from the year in which they were incurred. The claims have been maintained annually by Kinross who have sufficient expenditure reserve to apply for the next five years. Prior to production, Kinross will likely convert the claims to a mining lease or apply for a millsite permit, a procedure involving public hearings and an environmental impact study. In anticipation, we have legally surveyed the claims and has completed a series of six water wells for ground water monitoring purposes, already underway.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Gil Mineral Claims may be accessed via Fairbanks, Alaska, by a combination of paved highway, improved gravel roads and three seasons, four-wheel drive dirt road. Road distance is 16 kilometers north of Fairbanks to Fox along the Steese highway, east along the Steese highway and the Fort Knox access road to the mine site (another 19 kilometers), east through the mine property to the water retention dam (18 kilometers) and the start of the Gil access road. An additional 9.6 kilometers along the Gil access road brings one to the area of drill-indicated resources and the principal site of current exploration activity. A number of four-wheeler trails provide additional access to this portion of the property.

The claims lie along a moderate northwestern facing slope of a northeastern ridge rising from the broad Fish Creek valley trending in the same direction. Vegetation consists of black spruce, birch, poplar, alder and tussock grass. The slope is broken by a number of short, northwestern flowing streams which form a series of gullies. Elevations range from 300 to 600 metres.

Snow generally falls on the property in late September or early October, remaining on the ground until mid to late May. The month of April is particular productive for drilling and moving heavy equipment over normally soft or swampy areas which remain frozen. Exploration work involving heavy equipment is generally suspended during the break up period extending from mid-April through the end of May and the freeze up interval through mid-October to early November.

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Fairbanks is the main population and service centre in the area. The hamlet of Fox twenty kilometers west is residence to several dozen locals and provides a few facilities for food and gas. While the claim area is void of any buildings or other infrastructure, it does lie adjacent to the Kinross’ Fort Knox open pit gold mine, a 40,000 ton per day operation with 250 permanent employees.

History

In 1989, we acquired an option on the Gil Mineral Claims from Nerco Exploration Company whose exploration work on the property had consisted largely of surface magnetometer surveys. In 1991, we signed a joint venture and option agreement respecting the property with Fairbanks Gold Corp., which eventually became Kinross. Kinross earned an 80% interest in the Gil Mineral Claims from us by incurring exploration expenditures on the property of $600,000. During the past ten years, Kinross and its predecessors have conducted an integrated exploration program on the claims incurring total expenditures of between US$3,500,000 and US$4,000,000.

Geological Setting

Regional Geology

In regional terms, the Gil Mineral Claims are located within the Yukon-Tanana terrane, popularly labelled the Tintina Gold Belt. The lithologies are polymetamorphic and are approximately Precambrian to Upper Paleozoic in age. The protoliths are believed to have been primarily sedimentary, with lessor volcanic and plutonic origins. The rocks have undergone dynamothermal metamorphism; an early prograde amphibolite facies event and a later greenschist facies retrograde event. Using detailed fabric studies, four phases of penetrative deformation have been described. Radiometric ages of the Yukon-Tanana terrane indicated that a widespread regional metamorphic event occurred both in early Jurassic (about 180 Ma) and most recently during mid-Cretaceous time (105-125 Ma).

The Yukon-Tanana terrane is bound to the north by the Tintina fault and to the south by the Denali fault. Both faults are large scale right lateral strike-slip fault systems with numerous sympathetic northeast-southeast faults. The northeast trending faults display both left lateral strike-slip and dip-slip movements.

Intrusive rocks in the area are intermediate to felsic in composition. The Gilmore Dome intrusive rocks and related calc-silicate mineralization are dated at 86+/-3 Ma to 95+/-5 Ma. It is assumed that the other intrusive rocks of similar composition in the district have similar age. Tertiary tholeittic basaltic rocks are present in several localities in the district. These basalts tend to occur along north-easterly faults.

The Fairbanks district has produced approximately 7,500,000 ounces of placer gold since 1902. Prior to exploitation of the Fort Knox deposit, district lode production totalled only a few hundred thousand ounces, primarily from vein deposits within metamorphosed strata. This huge disparity between placer and lode production in terms of quantity suggests that sizeable source lode deposits remain to be found. Alternatively, the placer lode sources may have been largely eroded over the last 100 million years. Lode deposit types in the area include volcanogenic stratabound sulphides, intrusive hosted gold and silver, tungsten skarn, metamorphic-hosted gold-quartz-sulphide veins and stibnite veins.

Local Geology

The Gil property lies within the Tintina Gold Belts or Yukon-Tanana terrain, a region situated between Denali and Tintina faults, extending through Central Alaska into the Yukon. Extensive exploration within the belt over the past decade has increased gold resources by at least 23 million ounces from over ten different new deposits. In the Alaskan portion, an additional eight million ounces of placer gold has been taken since 1902, primarily from the Fairbanks district.

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While Tintina gold deposits occur within a variety of rock hosts, form, alteration types, depth and temperature ranges, they feature many common characteristics as well as several unique differences. Though a plutonic association is common, deposits may be hosted within the plutons, within or exterior to the contact aureoles or within adjacent schists and sediments. Associated plutons fall within the 8 to 105 million-year range. They are granitic to granodioritic in composition, Associated plutons fall within the 85 to 105 million-year range. They are granitic to granodioritic in composition, I-type intrusives, with lithophile affinities and low magnetic signatures (absence of magnetite, minor ilmenite). The magnetic fluids emanating from the plutons are seen to be responsible for the gold mineralization. Prospective intrusives are small in size, generally less than four square kilometres in surface area. Termed the Tombstone-Tungsten Magmatic Belt within the Yukon, this same suite of prospective plutonics extends for a distance of over 700 km across the Yukon, Alaska and into British Columbia.

Significant deposits within the Tintina Gold Belt include the Fort Knox (4 million ounces in sheeted veins within granodiorite), Brewery Creet (970,000 ounce disseminations and veins within monzonite dykes and metasiliciclastics), Dublin Gulch (1.5 million ounces in sheeted veins within granodiorite), Pogo (5.6 million ounces in high temperature/low level ductile sub-horizontal quartz veins within gneisses), Donlin Creek (13 million ounces in high level hypabyssal sedimentary hosted dyke swarms), True North (1.3 million ounces in a medasediment host, disseminated shear/replacement) and Shotgun (979,000 ounces in rhyolite porphyry and adjacent sediments).

Property Geology

The Gil Mineral Claims are primarily underlain by the Fairbanks Schist, a Proterozoic to Lower Cambrian formation derived largely from sedimentary rocks that have been converted into muscovite-quartz schist and macaceous quartzite. In certain areas the Fairbanks Schist contains a metamorphic sub-unit of volcanic provenance called the Cleary Sequence. The Cleary Sequence is present within the central portion of the claims trending north-easterly in a narrow band to the Slippery Creek area where it becomes the host formation for the Main Gil as well as the North Gil zones.

The south-western portion of the Gil Mineral Claims, about three kilometres south of the Fort Knox pit, in underlain by part of the Gilmore Dome, a quart monzonitic to granitic pluton which is probably the mother intrusive to the small stock hosting gold mineralization within the production pit. The location of additional intrusive rock has become a significant sub-goal of the Fairbanks Gold exploration programme. Indications of a possible intrusive rock in the headwater area of Slippery Creek are suggested by the presence of a gravity high outlined in a previous survey as well as petrographic studies indicating a causative heat source in that direction.

Within the area of the Gil zones, the Fairbanks Gold geological staff have subdivided the mixed metamorphic, sedimentary and volcanic package into at least ten separate units which is not an easy task given the scarcity of outcrop and the highly faulted, segmented complex nature of the property.

Strata strikes N65E dipping to the northwest variably from 35 to 70 degrees. Faults and shears in the Gil claim block strike predominantly northwest or northeast, as indicated by trenching, drilling, ground based magnetometer surveys, and ground based radiometric surveys. A ground based gravity survey in 1999 exposed east to west and northeast trending structures that were previously unknown. Faults are often coincident with gold mineralization and commonly contain duly clay gouge, crushed quartz, calcite veining and/or quartz veining, and can be intensely limonitically stained.

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Exploration and Development during the past 3 years

The first phase of the 2003 drill program served two purposes. Firstly it increased the geologic understanding of the Main Gil gold deposit to provide a more accurate gold distribution deposit model, and secondly, it has extended the strike length of the Main Gil zone to almost 3,000 feet.

Following is a summary of the 2003 Phase 2 Exploration Program for the Gil Project including estimated costs:

Additional core and reverse circulation drilling to more fully define the limits and magnitude of gold mineralization at the Main Gils deposit and other targets. This phase including assaying, geologic services, access road and drill pad construction, and reclamation of surface disturbance, is estimated at US750,000;
A cultural resources survey to determine the presence (or absence) of historical artifacts in the project area. This phase of work is estimated to cost US$81,000;
Wetlands delineation and a Threatened and Endangered Species surveys are estimated to cost US$26,000;
Costs under a State of Alaska Reimbursable Services Agreement for project-related activities are estimated to be US$23,000;
Detailed digital topography, suitable for engineering studies and design, for the area of the mineral deposits are estimated to be US$20,000;
Access and haul road design activities and construction cost estimates, US$75,000;
Preliminary hydrologic studies and construction of a piezometer network are estimated to cost US$50,000; and
Drilling of a production (water) well to characterize the nature and volume of ground water in the vicinity of the Main Gil deposit, US$50,000.

2004 Gil Exploration Area

The goal of the 2004 Gil Exploration Program was to identify gold targets that could significantly increase the potential resource of the claim block. Field work began on June 21, 2004 and took place in the central and eastern portions of the claim area. This included the Main Gil Area, Sourdough Ridge, Intrusive Ridge, All Gold Ridge and Too Much Gold Ridge. Exploration activities consisted of geologic mapping, 1,020 feet of trenching, 18 reverse circulation drill holes totaling 4,175 feet, and the collection of over 1000 rock and soil samples for gold assay. Initial fieldwork outlined eight gold targets that warranted further exploration. Drilling in the final portion of the exploration season tested five of the eight targets.

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During the 2004 first half of the exploration program, the Company’s JV partner, Kinross Gold, constructed approximately 40,000 feet of soil line and collected approximately 488 soil samples using auger drills. This work generated several new exploration targets in the Main Gil Area and along Sourdough Ridge. Field work focused on testing these targets through the use of trenching and reverse circulation drilling. Nine reverse circulation drill holes totaling 2,075 feet and three trenches totaling 1,500 feet were completed testing these targets.

In April 2005, a Program and Budget was approved by Kinross Gold Corp. to move the Gil Joint Venture from the exploration to the development stage. The approved budget is US$793,800.

The budget summary estimated the following costs, in $USD: Permitting $520,000, Engineering $160,000, Data Folio $75,000, Airborne Geophysics $28,800, Reclamation $10,000.

The Joint Venture plans to initiate the process of permitting the Gil deposit once sufficient baseline data has been collected. Several state permits and approvals are required which will likely include a Plan of Operations, Solid Waste Disposal Permit, Storm Water Discharge Multi-Sector General Permit for Industrial Activities or a NPDES Discharge Permit, 404 Wetlands Permit, a Reclamation and Closure Plan and a Monitoring Plan. The U.S. Army Corps of Engineers will complete an Environmental Assessment as required by NEPA.

Baseline studies needed include fugitive emissions, geochemistry, surface and groundwater hydrology, aquatic biota, wetlands delineation, cultural resource survey, socioeconomic analysis, and noise and visual impact studies. The cultural resources survey and wetland delineation were completed in 2004. Surface and ground water hydrology was initiated in 2000. The Environmental Assessment required under NEPA will drive the timeline, but permitting could be completed in 2006 provided there is no significant public opposition.

Engineering projects include deposit model, pit design, mine plan, access road design, geotechnical review for pit slope angles, and dewatering review of related test work.

2005 Gil Exploration Area

In April 2005, a Program and Budget was approved by Kinross Gold Corp. to move the Gil Joint Venture from the exploration to the development stage. The approved budget is US$793,800. The budget summary estimated the following costs, in $USD: Permitting $520,000, Engineering $160,000, Data Folio $75,000, Airborne Geophysics $28,800, Reclamation $10,000.

The objective of the 2005 Gil Venture exploration program was to generate new gold targets by integrating geologic and geochemical information with newly acquired geophysical data. Work by Fairbanks Gold Mining Inc./Kinross Gold consisted of an update of the geologic database and a high-resolution electromagnetic (HEM) airborne geophysical survey.

Baseline studies for permitting Gil have been initiated in 2005 and will continue in 2006 as will the development of mine plans for the Gil property. Permitting and engineering activities are significant budgetary items this year. A properly cleaned, compiled, and interpreted digital database will be used to identify new targets and develop new target concepts, and will also have obvious value as Gil transitions from exploration to development.

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A high resolution aeromagnetic and EM resistivity survey, the draped helicopter survey will be flown along 100 m spaced lines and at a 30 m ground clearance. Approximately 300 line kms of the 2,310 kms survey will be flown over the Gil Venture property. The purpose of the survey is to provide resolution of subtle magnetic texture like that associated with the Fort Knox deposit and to add resistivity as a complimentary data set. The objective is to produce a more detailed structural and lithologic base map of the Fort Knox Trend. This base will help focus other targeting activities and may identify targets for an immediate drill test on the Gil Joint Venture.

On September 6, 2005, a reverse drilling contract between the Company and GF Back Drilling was announced. The completion of this drilling program was announced on October 31, 2005. The Gil/Sourdough drilling consisted of 1,560 feet of RD drilling for a total of 9 holes. Additional drilling is planned following the seasonal freeze-up to extend the Sourdough mineralized zone. Teryl has agreed to supervise the exploration program and cover 100% of the costs. Kinross has agreed to credit their 80% share of the costs n the next approved budget of the Gil Joint Venture.

In preparation of the 2006 exploration program, the database update began in January and continued intermittently throughout the year. Work focused on revising soil sample locations using updated GPS coordinates, compiling data for geologic map production and revising the resource model. Additional database work is planned for the first quarter of 2006.

In July, Fugro Airborne Surveys Inc., under contract to Fairbanks Gold Mining Inc./Kinross Gold, initiated an HEM airborne geophysical survey of the area. HydroGeophysics Inc. interpreted the geophysical data and identified several targets within the Gil Joint Venture claim block. Additional geophysical analysis is scheduled for 2006.

In July of 2005, Hydrogeophysics Inc. (HGI) delivered an interpretation map with recommendations for geological and geophysical follow-up based on the low resolution geophysical data. Two target areas were identified and recommended for further geologic and geophysical investigation within the Gil Joint Venture area. These targets are as follows:

1) Last Chance Creek
This target occurs on a shear zone approximately 3.1 miles east and 1.2 miles south of the Fort Knox Mine in close proximity to the south end of an interpreted intrusive. The claims in this area are part of the Gil Joint Venture or are held by Fairbanks Gold Mining Inc.

2) Too Much Gold Creek
The Too Much Gold Creek target lies on a shear located on the west edge of an intrusive approximately 6.2 miles east and 1.8 miles north of the Fort Knox Mine. This target is largely located within the Gil Joint Venture, although a portion lies in the Fish Creek Claims. The Fish Creek claims are 50% owned by Linux Gold Corp. and optioned to Teryl Resources Corp., but are not part of the Joint Venture.

The final interpretation was completed on December 16th, 2005 and outlined six areas of interest within or partially within the Gil Joint Venture. Drill holes for three of these target areas were proposed within the Gil Joint Venture.

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Mineralization

Gold mineralization is contained within two distinct zones designated the Main Gil and the North Gil, the latter situated 366 metres north of the former. A third zone showing potential, the Sourdough Ridge zone, occurs some 790 metres further east and is in the early stages of exploration.

To date, the Main Gil zone has been extensively drill tested over a minimal strike distance of 1,006 metres to 152 metre depths. Gold values occurs within a calc-silicate horizon approximately 21 metres thick striking N60E, dipping between 45 and 70 degrees NW. Indicated resource is calculated to be 10,700,000 tons at 0.04 opt gold.

The host calc-silicate horizon is described as a biotite-pyroxenite-actinolite-quartz-calcite schist derived from finely laminated mafic volcanic tuff or impure marl of amphibolite metamorphic grade. While favourable as a gold-bearing host, the presence of secondary quartz stockworking, veining and/or faulting/fracturing is vital for elevated gold values. Veining varies in character but falls into two broad gold bearing categories: a) discrete white quartz veins up to 1 inch in width; and b) later discrete thinner quartz-carbonate veins with or without actinolite/pyroxenite. Both sets dip steeply and both are preceded by apparently barren quartz-feldspar veins and are cut by later calcite veins.

The presence of abundant pyroxenite and secondary iron rich actinolite are necessary for high gold values. The latter minerals form as dark green fibrous mats sub-parallel to foliation and are seen as retrograde replacement products of hornblende and pyroxene. Fine-grained biotite is also found in close association. The characteristic dark green colour of the assemblage is frequently used as an exploration guide for elevated gold values. Gold deposition is not only caused by system cooling of the aqueous siliceous solutions but also the replacement of pyroxene by Fe-rich ilmenite and ilmenite by rutile. This process liberates ferrous iron, the oxidation of which destabilized the Au(HS)₂complex. The released iron is then free to form pyrite or pyrrhotite, thus lowering the fugacity of sulphur in the fluid, which also destabilizes the gold complex. Sulphides include pyrrhotite and pyrite while oxides are ilmenite and rutile. Magnetic, molybdenite and chalcopyrite are rarely seen.

The North Gil zone exhibits a slightly different character in that elevated gold values are entirely associated with quartz veining. A lesser preference is seen for host units as the veins occur within quartz-mica schists, the felsic schists (slightly favoured) and/or calcareous biotite-chlorite-quartz schist. Sulphide contents of less than 1% consist of pyrite and/or calcite veins. Veins are generally less than two inches wide, dip from 45 degrees to vertically and consist primarily of white quartz or quartz-calcite with or without actinolite/pyroxenite. Overall zone dimensions are in order of 1,000 by 500 feet and have been tested to 1,000-foot depths where grades remain strong. The zone remains open along strike, both to the east and the west.

More persistent gold values are found a) when quartz veining occurs within the felsic schist or the interlayered felsic schist; b) when quartz veins occur in or near contacts between lithologies; c) in and around the margins of shear zones; and d) among areas of increased carbonate rock (calcite veins and/or marble).

A third area receiving increased exploration attention is the Sourdough Ridge Zone. Four reverse circulation drill holes have returned values of potentially mineable grade material while an additional two contain significant values. Two types of gold bearing veins occur within the calc-silicate units and mica schists, namely quartz-carbonate-amphibole and quartz veins. They tend to be narrow, striking in an east-westerly direction with near vertical dips. Positive exploration results in this zone imply a doubling of the previously known mineralized strike length.

Drilling

Kinross had initially utilized an auger drill in its exploration on the Gil Mineral Claims. Auger drill depths generally range from two to 60 feet with the average in the eight to 20 foot range. Cuttings are assayed using a one assay ton fire assay and a 34 element ICP package.

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The core from diamond drilling is generally HQ sized with occasional NQ where reduction is dictated by faulted ground. The core is logged, photographed and a sample taken for reference approximately every ten feet. The remaining core is submitted in five-foot intervals for gold assay using a one assay ton fire assay with AA finish.

As reverse circulation drilling is used for grade evaluation in a low-grade gold environment, great care is employed in the sampling procedure. Holes are sampled on continuous intervals of five feet with a quarter split retained as a sample. A Jones splitter mounted directly below the cyclone is used when drilling dry while a rotary wet splitter is used when drilling wet.

Sampling, Analysis and Security of Samples

Samples are analysed by one assay ton with an AA finish. Duplicates of each 10^th, 30^th, 50^th, 70^th, 90^th sample, and so on, are sent to the primary lab under different numbers while duplicates of each 20^th, 40^th, 60^th,80^th, 100^th, etc., sample are sent to another lab. On every 40^th sample, the primary lab does a recheck at their own facility while every 80^th is sent to an outside lab. A duplicate sample at the end of every logging page, every 100 feet, is taken at the drill and sent to the primary lab. Chemex Labs, and more recently Bondar-Klegg, have carried out the bulk of Issuer’s analyses over the decade.

In addition, an experienced gold panner employed at the rig takes a gold pan full of cuttings at each five foot interval. The cuttings are panned and the concentrate examined for gold colours, the presence and type of sulphides and, should suspected tungsten minerals occur, these are placed under an ultraviolet light for examination. Everything is recorded along with the details of the lithology. Samplers and loggers are discouraged from wearing jewellery during work.

Mineral Resources and Mineral Reserve Estimates

Kinross has cited a drill indicated resource figure for the Gil Mineral Claims of 10,700,000 short tons averaging 0.04 opt, containing 433,000 ounces of gold. This was calculated by polygonal methods utilizing cross sections and includes only the Main Gil zone.

Metallurgical testing on the Main Gil zone has proven positive. Preliminary tests indicate that material from the Main Gil is easier to beneficiate than the Fort Knox ore. Indicated recoveries are in excess of 90% for the Main Gil and 79% for the North Gil. The positive recovery aspects of the Gil resource further enhance its eventual placement into the “ore” category. In a negative sense, the geometry of the Main Gil zone suggests a fairly high stripping ratio, possibly in the order of 6:1, overall to a 500-foot depth.

Drilling at the Main Gil has indicated consistent, somewhat strataform mineralization over a strike length of 2,500 feet. At present, the numbers indicated would not be viewed as hard mineable reserves. A typical section is characterised by thin higher grade zones up to 0.6 opt gold interspersed with relatively wide, low grade or barren intervals. The zone has been drilled to depths of 500 feet. Thickness is an average of 75 feet. At an average dip of 65 degrees and a specific gravity of 2.5, such a zone would contain a resource of 10,795,500 short tons.

The North Gil is characterised by narrow, relatively high grades zones with intervening zones of low grade to barren rock. The lacking of any obvious stratigraphic control adds to the difficulty of a resource calculation, however, the presence of the Main Gil pit one thousand feet to the south, means that the cost to exploit the adjoining North Gil zone would be minimal.

The presence of the currently producing Fort Knox mine facility six miles to the south-west vastly enhances the economics of any deposit within trucking distance. The experience of the Fort Knox/Kinross/Fairbanks Gold management group in successfully procuring mining or millsite permits, as well as dealing with the mining related environmental issues and public hearings in the Fairbanks area, suggests that any application tendered by the organization will receive preferential and expedient treatment.

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Mining Operations

Currently, there are no mining operations conducted on the Gil Mineral Claims.

WEST RIDGE PROPERTY

Pursuant to an agreement, between Kinross Gold Corporation and Teryl, Inc. dated August 1, 1999, Kinross could earn a 70% interest in the West Ridge claims by paying $ 285,000 US over five years, expending $ 1,500,000 US on work program and paying all property and assessment payments during that time.

In 2000, Kinross completed an exploration program on the Westridge Claims. This was pursuant to the 1999 agreement which granted Kinross the option to acquire a 70% undivided interest in the 48 mineral claims located in the Dome Creek area of the Fairbanks District, Alaska known as the Westridge Claims. In order to earn a 70% interest in the project, Kinross was obligated to make cash payments to us totalling US$285,000 over five years, to make five annual advanced royalty payments of US$200,000 each and to expend a minimum of $1.5 million on exploration and development of the claims over five years.

The 2000 exploration program consisted of drill testing the large altered zone that extends from the Diorite Claims on Pedro Dome, across the northern part of Kinross’ Steamboat Creek property and onto the eastern part of the Westridge Claims. Two main gold-in-soil anomalies were defined on the Westridge Claims. The western anomaly had the highest gold value in soil samples of 4.42 parts per million (“ppm”) and samples from rock chips hap up to 16.45 ppm gold. The east anomaly soil samples had up to 1.64 ppm gold. The drill program showed that the near surface portion of the altered and mineralised Dome Fault did not contain economic gold values.

On November 30, 2001, Kinross withdrew from the agreement after satisfying all current obligations. Teryl, Inc. retains its 100% interest in the claims.

Rock and soil sampling was completed by the Company’s geological consultants, Avalon Development Corporation at the Old Glory prospect. In addition, a small close-spaced soil auger grid was placed over a trench area to try to determine the extent and trend of the mineralization. Rock samples consisted of quartz mica schist and medium grained diorite intrusive containing abundant sericite alteration associated with brown iron oxide after carbonate and reddish brown hematite after pyrite. Quartz veining ranged from fine chalcedonic veinlets to +2 cm milky white mesothermal veins with pitted pyrite and minor scorodite after arsenopyrite. Soil sampling results suggest a false bedrock layer of shingled barren quartz mica schist exists about 3 to 4 feet below surface. Once through this false bedrock, soil samples were taken as deep as 6 feet below surface and often contained abundant ocherous red-orange soil at the bedrock interface. Soil such as this is often associated with gold bearing shear zones in the district. Assays were received from the Phase I auger drilling and rock sampling program on the Old Glorygold zone of the Company’s 100% owned West Ridge Property.

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1. Backhoe trenching has revealed the presence of northeast trending mineralized shear zones at Old Glory. These shear zones correspond to linear gold – arsenic anomalies outlined by soil auger sampling.
2. Backhoe trenching has revealed the presence of highly mineralized sericite altered intrusives which appear to underlie the southern end of the 2003 soil auger grid.
3. Magnetics profiles appear capable of distinguishing between barren quartz mica schist and quartzite of the Fairbanks Schist from more magnetic rocks of the Chatanika Terrane.
4. Magnetic profiles did not encounter enough intrusive rock to determine whether or not it could distinguish intrusives from Fairbanks Schist with any certainty.

Avalon Development Corp. has recommended additional ground geophysics, trenching and drilling. The Company anticipates this will commence on the gold intrusive discovery in early 2004.

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Description and Location

The West Ridge Au property is located approximately 15 miles north of Fairbanks, Alaska, in the Livengood A-2 1:63,360 quadrangle. The property’s western margin is crossed by the Elliott Highway, a major paved artery connecting Fairbanks to the North Slope oil and gas production facilities at Prudhoe Bay (Figure 1). The West Ridge property consists of 48 state of Alaska mining claims covering 1750.5 acres, 440 acres of leased Mental Health Trust (MHT) land and 75 acres of patented mining claims under lease purchase option in the Livengood quadrangle Township 2 North, Range 1 East (Figure 2). The state claims are registered with the Alaska Division of Mining, Land, and Water Management with Teryl Resources Corp. as the 100% owner.

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Mineral rights in this part of Alaska are administered by the State of Alaska (for both State mining claims and Mental Health Trust lands). Annual mining claim rents vary according to claim size and age and are due and payable by November 30 of each year for State mining claims. Claim rentals are paid in addition to annual work commitment on State mining claims total ($2.50 per acre per year). Amounts spent in excess of these levels are bankable on State mining claims for up to four years into the future. All claims on the West Ridge project currently are in good standing. There currently are no unusual social, political or environmental encumbrances to mining on the project. Two open pit gold mines currently operate within 10 miles of the West Ridge project, Fort Knox and True North, both operated by Kinross Gold. None of the claims or Mental Health Trust lands controlled by the West Ridge project have been surveyed by a registered land or mineral surveyor and there are no State or federal laws or regulations requiring such surveying. Teryl currently holds a valid 3-year Hardrock Exploration Permit on the project. Additional permits for future work will be acquired from the Alaska Department of Natural Resources on an as-needed basis.

Accessibility, Climate and Infrastructure

The West Ridge property is approximately 15 road miles north of Fairbanks via the paved Elliott Highway. The south side of the property is accessible via seasonal dirt roads and the Old Murphy Dome Road while the north side of the property is accessible via the Dome Creek Road and seasonal dirt roads connecting to it. Land telephone lines and a high voltage electrical power line service Kinross Gold’s True North mine, less than 2 miles from the property. A cellular phone network already covers the West Ridge property. The greater Fairbanks area supports a population of approximately 75,000 and has excellent labor and services infrastructure, including rail and international airport access. Exploration and development costs in the Fairbanks area are at or below those common in the western United States.

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Elevations on the property range from 800 feet to over 1900 feet (Figure 2). Topography in the area is dominated by low rounded hills dissected by relatively steep walled valleys. Outcrops are scarce except in man-made exposures. Vegetation consists of a tundra mat that supports subarctic vegetation. A variably thick layer of aeolian silt covers valley bottoms on the property. Permafrost is limited to small discontinuous lenses on steep, poorly drained north-facing slopes and has posed no hindrance to past exploration. Average annual precipitation is 13 inches, mostly as snowfall. Mining operations can be conducted on a year-round basis and heap leach technology has been profitably employed at two locations in the Fairbanks district since 1985.

History

The Dome Creek basin has been one of the most productive placer gold drainages in the Fairbanks District with the portion of the drainage from Seattle Creek (draining the central West Ridge project area) downstream to the townsite of Olnes producing approximately 114,000 ounces of placer gold between 1903 and 1973. The United States Smelting Refining and Mining Company (USSR&M) conducted dredging in Dome Creek from Seattle Creek to Moose Creek from 1955 – 1959. A small scale underground drift mine was operated by Roberts Mining started from 1989 to 1993 below the lower limit of U.S.S.R. & M. dredging. This ground currently is controlled under purchase option by Teryl. During the summer of 1989 Roberts Mining processed about 14,000 cubic yards of gravel mined the previous winter that averaged 0.04 ounces per cubic yard. In 1991, Robert's Mining mined 11,470 cubic meters (15,000 cubic yards) of placer pay at the drift mine, reworking old drifts and removing side pay left by the early 20th century hand miners. Although limited evidence exists of small scale surface placer prospecting exists in Seattle Creek, Moose Creek No. 1 and Moose Creek No. 2, no information is available to the author regarding these activities or possible production from them.

Several small lode gold and tungsten occurrences occur with and adjacent to the West Ridge project. Prior to 1943 a small occurrence of scheelite was discovered at the Old Glory prospect on the ridge between Seattle Creek and Moose Creek No. 2 (Figure 2). A 3-foot zone of weathered schist containing disseminated scheelite was found which strikes N44^oE and dips 45^oSE. The average tungsten tri-oxide content was estimated at 0.5 to 1%. Channel samples across 4.5 feet of the disseminated scheelite zone contained 0.48% tungsten tri-oxide. A fine-grained quartz diorite dike was found 8 feet below the surface in the bottom of a small pit sunk in the same trench where the scheelite was encountered. No record of production or other exploration is available on this prospect. Vegetation observed in 2003 that had grown up in the trench suggests this prospect had not been explored of at least 30 years.

In October and November 1996 Placer Dome U.S. (PDUS) conducted limited diamond drilling on the MHT lands now controlled by Teryl. PDUS completed core holes FR96-27, FR96-28, FR96-30 with a total footage of 2,420 feet. The cost of this work was approximately $124,000. Following completion of this drilling it became apparent that holes FR96-28 and FR96-30 were drilled north of the MHT property line on lands then owned by USSR&M predecessor Alaska Gold. Data from these two holes was transmitted to MHT but is not available to Teryl or the author since these data are not owned by MHT.

In early 1997 seven diamond drill core holes (3,271 feet) were drilled along the basin floor of Moose Creek No. 1 on what is now MHT lands. At the time these holes were drilled this land consisted of two state mining claims owned by local prospector John Hannah and leased to PDUS. Shortly afterwards PDUS terminated its interest in the lease and in 2002 Hannah failed to pay annual state claim rents thereby terminating the claims. The land formerly covered by the Hannah claims automatically became fee simple lands owned by MHT and are now part of the MHT – Teryl lease agreement. Data from the 1997 drilling is not owned by MHT since the drilling was done prior to their ownership so the results of the drilling are not available to the author.

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Teryl Resources acquired the property in the early 1990’s and conducted limited ground magnetics surveys and power auger soil sampling on 400 foot spaced north-south lines. This work outlined two broadly defined gold in soil anomalies, the East anomaly lies on the divide between Seattle and Steamboat Creeks on the eastern margin of the property. The Western anomaly is located on the divide between Moose Creek No. 2 and small unnamed tributaries of Dome Creek in the central portion of the West Ridge property. Follow-up work on these anomalies was conducted by Kinross in 1998 and 1999 when Kinross completed widely spaced Bombardier auger soil sampling and followed up by drilling 4 reverse circulation drill holes (1,650 feet) along the old powerline right or way within the Western anomaly. Kinross terminated its option on the property in early 2000.

Geological Setting

Bedrock geology of the Fairbanks Mining District is dominated by a N60-80E trending lithologic and structural trend covering a 30-mile by 15-mile area . The southern two-thirds of the West Ridge project is situated primarily in lower to middle Paleozoic metavolcanic and metasedimentary rocks of the Cleary Sequence and Fairbanks Schist (Figure 3). These rocks are in fault contact along the northeast trending Eldorado Fault which separates Fairbanks Schist on the south from eclogite and amphibolite facies rocks of the Chatanika Terrane on the north. Rocks of the Cleary Sequence and Fairbanks Schist are exposed in the Cleary antiform, the northern of two northeast trending antiformal belts present in the district.

Lithologies in the Fairbanks Schist include quartz muscovite schist, micaceous quartzite and biotite quartz mica schist. These lithologies have been metamorphosed to the lower amphibolite facies. Lithologies within the Cleary Sequence include quartzite, massive to finely laminated mafic to intermediate flows and tuffs, calc-schist, black chloritic quartzite, quartz-sericite schist of hydrothermal origin and impure marble.

Most investigators believe rocks of the Cleary Sequence and Fairbanks Schist have been over thrust from the northeast by eclogite to amphibolite facies rocks of the Chatanika terrane ( Figure 3). The Chatanika terrane consists of quartz muscovite schist, carbonaceous quartzite, impure marble, garnet feldspar muscovite schist, and garnet-pyroxene eclogite that have yielded Ordovician Ar⁴⁰/Ar³⁹ age dates. Motion on the Chatanika thrust fault has been dated at approximately 130 million years, Metamorphic histories of the Chatanika eclogite and Fairbanks Schist within the Yukon Tanana Terrane, Alaska, as revealed by electron microprobe geothermometry and ⁴⁰AR/³⁹AR single grain dating and resulted in structural preparation of favorable host units in the Chatanika terrane and adjacent lower plate rocks. Evidence from the district and from other parts of Interior Alaska with similar geologic histories suggest rocks classified as part of the Cleary Sequence may in fact be both Fairbanks Schist and Chatanika terrane rocks separated by multiple low angle structures that could be either thrust or gravity faults or both.

Intrusives in the Fairbanks district have yielded Ar⁴⁰/Ar³⁹ and K-Ar dates of 85-95 million years. These intrusives range in composition from diorite to granite and possess elevated Rb/Sr ratios indicative of significant crustal contribution to subduction generated magmas. Several granodiorite to aplite intrusive bodies are present in the West Ridge project area. The presence of hypabyssal intrusives and sporadic Au and Au-W mineralization in the West Ridge project area suggests the area may be underlain by more extensive intrusive bodies similar to those on Pedro Dome and Gilmore Dome. This conclusion is supported by airborne geophysical surveys. Mineralization within the Pedro Dome, Gilmore Dome and Dolphin intrusive complexes suggests plutonic rocks pre-date or are contemporaneous with mineralization.

Rocks on the West Ridge project are folded about earlier northwest and northeast trending isoclinal recumbent fold axes followed by an open folded N60-80E trending system. Upper plate rocks of the Chatanika terrane have been affected by more intense northwest and northeast trending isoclinal and recumbent folding followed by folding along the same N60-80E trending axis which affected lower plate rocks. Lithologic packages in both the upper and lower plates are cut by steeply dipping, high angle northwest and northeast trending shear zones, some of which are mineralized (Figure 3). Airborne magnetic

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data in this part of the Fairbanks District indicate the presence of district scale east-west and northeast trending structures which appear to pre-date N60-80E folding. Although little empirical evidence exists from the West Ridge property itself, gold mineralization on the West Ridge project probably post-dates regional and district scale folding and probably is contemporaneous with or slightly younger than district-scale northeast trending structures and plutonic activity.

Deposit Types

Recent discoveries in the Fairbanks District have outlined a series of distinctive mineral occurrences which appear to be genetically related to mid-Cretaceous plutonic activity which affected a large area of northwestern British Columbia, Yukon, Alaska and the Russian Far East. This work, based on extensive geologic and structural mapping and analytical studies (major and trace element analysis, fluid inclusion microthermometry, Ar⁴⁰/Ar³⁹geochronology, and isotope analysis) has provided new information regarding gold metallogenesis in the Fairbanks district. A synthesis of this information suggests an ore deposit model in which gold and high CO₂bearing fluids fractionate from ilmenite series, I-type mid-Cretaceous intrusions during the late phases of differentiation. The gold is deposited in anastomosing pegmatite and/or feldspar selvage quartz veins. Brittle fracturing and continued fluid convection and concentration lead to concentration of gold bearing fluids in intrusions and schist-hosted brittle quartz-sericite shear zones. Carbonate and/or calcareous metamafic horizons host W-Au skarns and replacement deposits. Structurally prepared calcareous and/or carbonaceous horizons may host bulk-mineable replacement deposits. These occur most distal to the intrusions within favorable host rock in the Fairbanks Schist and Chatanika Terrane.

Seven different potentially economic gold deposit types have been identified in Interior Alaska and the Fairbanks district. They are:

Gneiss or high-grade schist-hosted quartz veins or metasomatic replacement zones proximal to or within causative intrusives. Metals associated include Au, Bi, and As and possibly Cu and W. Pogo (5.6 Moz) and Gil (433,000 oz) are examples of such mineralization. There is a strong genetic relationship between the causative intrusion and gold mineralization but no obvious spatial relationship.

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	2.	Stockwork-shear style mineralization hosted in porphyritic intermediate to felsic intrusives. Mineralization contains Au with anomalous Bi, Te, W and trace Mo. Examples include Fort Knox (7.2 Moz) and Dublin Gulch (+1 Moz). There is a strong genetic and spatial relationship between host intrusion and gold mineralization.
	3.	Porphyritic stockwork with intrusion/schist shear hosted Au-As-Sb (Ryan Lode, 2.4 Moz) with a strong genetic and spatial relationship between host intrusion and gold mineralization,
	4.	Base metal ± Au, Ag and W intrusion hosted mineralization with both spatial and genetic relationship between precious metal mineralization and intrusion. Examples include Dolphin (0.6 Moz) and Silver Fox prospects.
	5.	Structurally controlled mineralization hosted by schist-only high angle shear zones and veins. Associated metals include Au, As, Sb, Ag, Pb and W in low sulfide quartz-carbonate veins. Alteration adjacent to veins is pervasive quartz-sericite-sulfide alteration that can extend for up to one mile from the source structure. Deposits were mined heavily prior to World War II and are noteworthy because of their exceptional grades (+1 to +5,000 opt Au). Examples include Cleary Hill (280,000 oz production), Christina, Hi Yu (110,000 oz production) and Tolovana (500 oz production) veins. There is a strong genetic relationship between the causative intrusion and gold mineralization but no obvious spatial relationship.
	6.	Low angle, disseminated, carbonate-hosted Au-As-Sb mineralization associated with brittle thrust or detachment zones distal to generative intrusives. The True North deposit (1.3 Moz) is an example of this type of mineralization. There is a strong genetic relationship between causative intrusions and gold mineralization but no obvious spatial relationship.
	7.	Shear-hosted monominerallic massive stibnite pods and lenses. Trace As, Au, Ag and Pb but these prospects are noteworthy because they appear to represent the most distal end members of the intrusive gold hydrothermal systems. Examples include Scrafford and Stampede mines. There is a strong genetic relationship between causative intrusions and gold mineralization but no obvious spatial relationship.

Mineralization

Little is know of the controls for mineralization on the West Ridge project however gold mineralization in the Fairbanks District is well documented and reasonably well understood. The majority of the mineralized structures in the district trend either N60-80W and dip steeply to the southwest or N40-60E and dip steeply to the northwest. These shear zone geometries and their distribution may represent sympathetic structures generated by regional scale shear couples related to Tertiary (post 55 Ma) motion of the Tintina and Denali faults.

Examination of the spatial arrangement of gold occurrences in the Fairbanks District suggests clusters or swarms of gold-bearing veins, stockworks and shear zones are controlled by a series of district-scale northeast-trending structures regularly spaced approximately 8,000 feet (2.4 km) apart across the district. These structures were first identified as district scale features evident on public airborne geophysical surveys conducted in the mid-1990’s. Their periodicity with respect to clusters of known gold occurrences was unrecognized prior to that time. The Eldorado fault, which cuts through the West Ridge property (Figure 3), is the best documented of these district scale northeast structures and appears to control mineralization at both the Ryan Lode (2.4 million ounces) and the True North (1.3 million ounces) deposits. This 8,000-foot periodicity extends to the east where it is associated with the 600,000 ounce Dolphin deposit and several of the district’s largest past-producing lode gold mines (Freeman, 2004). Gold mineralization to the west of the Eldorado Creek fault in the Treasure Creek area and the Sheep Creek area of Ester Dome may also be controlled by regularly spaced northeast trending structures.

The other recently recognized feature of gold mineralization in the West Ridge area is related to the structural relationship between “lower plate” rocks of the Fairbanks Schist – Cleary Sequence and “upper plate” rocks of the Chatanika Terrane. Published maps of the district indicate that the contact between the overlying Chatanika Terrane and rocks of the lower plate are marked by a single north-dipping thrust plane that strikes northeast.

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This thrust event was dated at 130 Ma based on data derived from a single core hole drilled by Placer Dome on Marshall Dome several miles east of the West Ridge project. The actual contact between upper and lower plate rocks is not exposed at surface anywhere along its mapped trace so the inferred motion direction (thrust versus low-angle gravity fault) is unknown. With the exception of gold and antimony mineralization in the vicinity of the True North deposit, published geologic maps of the district indicate that all of the historic lode gold, tungsten and antimony occurrences in the district are hosted in lower plate rocks. However, geological and geochemical data from the West Ridge property suggest that lode gold mineralization on the Old Glory prospect on the West Ridge project is hosted in a zone containing mixed lithologies derived from both upper and lower plate rocks. This mixed zone appears to may be the result of multiple en-echelon low angle structures separating upper and lower plate rocks. If this interpretation is correct, the grade and geometry of gold mineralization in the West Ridge project area may be controlled in part by district-scale northeast trending “master” structures and favorable physio-chemical conditions in host rocks separated by en-echelon low-angle faults related to emplacement of the Chatanika Terrane.

Drilling and Exploration and Development

The only significant exploration work conducted on the West Ridge project was that conducted by Teryl (1992-96) and Kinross (1998 and 1999, See History). Teryl’s efforts consisted of ground magnetics and soil auger sampling which identified the East and West anomalies (see History). Except for gold values, details of these surveys are not available to the author. A total of 718 soil auger samples were collected by Teryl with gold values ranging from 2 to 990 ppb (Teryl, 1996). Anomalous gold was clustered in two locations in the central part of the property on the ridge between Moose Creek and Seattle Creek and on the divide between upper Dome Creek and Steamboat Creek. A single anomalous soil sample containing 215 ppb gold was detected near the Old Glory prospect but was not associated with other anomalous soil samples.

In 1998 Kinross Gold, then operating the Fort Knox project and conducting district-scale work on a number of other projects acquired the West Ridge property and completed due diligence sampling that confirmed the presence of anomalous gold, arsenic and antimony on the East and West Anomalies. Additional widely spaced Bombardier soil auger sampling was completed in 1999 and reverse circulation drilling was conducted on the West anomaly. This work identified two large gold in soil anomalies, the East and West anomalies. The West anomaly measures 4,000 feet NW-SE by 3,000 feet NE-SW and contained numerous samples with +100 ppb gold and +200 ppm arsenic. Limited surface rubble crop returned anomalous gold in felsic intrusive and quartzite with the values ranging from <5 ppb to 16.45 ppm. The East anomaly, while containing lower overall geochemical values, is over 7,000 feet long NE-SW and extends off the West Ridge property to the northeast. Gold in soils on the East anomaly reached a high of 1.64 ppm. A single sample anomaly containing 960 ppb gold was identified 2,000 feet west of the Old Glory prospect but the Old Glory prospect was not covered by the Kinross soil sampling grid.

Kinross conducted follow-up reverse circulation drilling in 5 holes (1,650 feet) on the West anomaly. This drilling failed to intersect significant mineralization except for a 20 foot interval in hole WR1 with returned 0.033 opt gold from 115 to 135 feet and a 10 foot interval in hole WR4 with returned 0.040 opt gold from 340 to 350 feet. Gold-bearing intrusive rocks that were mapped and sampled at the surface were not found to be extensive in drilling. Anomalous gold in drill cuttings was associated with elevated arsenic and antimony similar to other gold-bearing systems in the central Fairbanks Mining District. Kinross terminated its interest in the property prior to the 2000 exploration season.

In July of 2003 Teryl retained Avalon Development to evaluate the West Ridge project and make recommendations for future exploration. This evaluation revealed a number of significant gold and pathfinder anomalies where no follow-up work had been completed. Initial field exploration efforts in 2003 focused on the Black Dome area of the property where prospecting revealed the presence of a previously undocumented abandoned adit/trench on the north facing ridge above the Dome Creek (Figure 2). Chatanika terrain eclogite, black carbonaceous schist and quartzite are exposed in the walls of the excavation which appears to date back to the 1950’s.

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Samples of the carbon rich, Fe-oxide stained carbonaceous schist returned a high of 105 ppb gold. Due to the low gold concentrations and lack of quartz stockwork veining characteristic of upper plate mineralization, exploration emphasis was shifted to the south to the Old Glory prospect.

Initial efforts at the Old Glory prospect included hand-trenching in the vicinity of the historic tungsten-bearing trench. Grab rock sampling conducted in and around this old slit trench produced several significant gold values with associated with highly anomalous arsenic and sporadic anomalous lead, bismuth, antimony and tungsten (Table 2). The presences of gold-bearing calc-silicate alteration in some rock samples and sporadic anomalous bismuth (<2 to 144 ppm) suggests the presence of a gold-favorable intrusive system similar to that being drilled currently by Kinross Gold at their Gil project in the eastern Fairbanks District.

The extent of this type of mineralization and the possible presence of the causative intrusive were unknown so a small closely spaced (10 meter spacing) soil auger grid was placed over the Old Glory discovery area. This work revealed a 100 square meter + 50 ppb gold anomaly within which 56 out of 121 samples contained over 100 ppb Au with a high of 1,155 ppb Au. An expanded soil sampling program was conducted August-October and consisted of an additional 405 soil auger samples on 25 meter centers.

Geochemical data from the two integrated grids delineated at least two prominent structural trends associated with gold mineralization at Old Glory. The dominant trend for gold in soils is N30E. This trend lies along a mapped district-scale northeast trending linear defined from airborne geophysical surveys. A less apparent N45W trending gold anomaly can also be interpreted from the soil geochemistry however the northwest trending anomalies are less continuous and of lower magnitude than the northeast trending anomalies. There is a strong correlation in soil geochemistry between Au, As and Sb and to a lesser degree with Bi and W. Gold, arsenic and antimony are elevated within a northeast trending corridor measuring 650 meters in length by 375 meters in width. The anomaly remains open to expansion beyond the limits of the soil auger grid. Gold, arsenic and antimony also display less obvious northwest trending soil anomalies suggesting the northwest trending mineralization pre-dates the district-scale northeast shear system.

Soil geochemistry also delineates a remarkably clear boundary between schists of the Chatanika Terrane, Fairbanks Schist and Cleary Sequence on the south and hornblende granodiorite to the north. This intrusive is thought to be the western limit of the Pedro Dome intrusive. Limited rubble crop of the Pedro Dome intrusive exists along the old powerline access road on the north end of the soil grid. These rubble crops are unaltered and unmineralized as are most of the soil chips collected from soil samples in the northern 1/3 of the soil grid area. However, more felsic derivatives of the Pedro Dome intrusive are concentrated along the intrusive – schist contact and intruding into the schist units south of the main contact. These contact units are strongly sericite altered and contain variable amounts of gold and pathfinder elements. Soil geochemistry suggests potassic alteration and Au-As-Sb mineralization are associated with these marginal phase intrusives. In addition elevated bismuth values in soils, while generally low (3-5 ppm), are generally located within or proximal to sericite-altered granodiorite. These findings suggest gold mineralization may be related to late-stage intrusives which are in turn controlled by the district scale northeast trending structures. Similar genetic conclusions have been drawn for two other deposits in the district: the 1.3 million ounce True North deposit mineralization, located along the Eldorado fault, a district-scale northeast trending structure that is parallel to and approximately one mile northwest of the Old Glory area, and the 0.6 million ounce Dolphin deposit located along a similar northeast trending linear that is parallel to and approximately one-half mile southeast of the Old Glory area.

The preliminary rock sampling and soil auger sampling results prompted Teryl to approved backhoe trenching over the central portion of the Old Glory soil anomaly. Three trenches (342 meters total) were excavated, mapped and sampled in October 2003. In addition, ground based magnetics and VLF-EM surveys that parallel trenches were completed in late November and a follow-up magnetic survey was completed in mid January 2004 to expand geophysical coverage to the south of the trenches.

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Two of the three trenches were oriented west-northwest to cross the main trend of soil anomalies and the predominant structural grain through the Old Glory area. The other was oriented N30E parallel to and within the heart of the Old Glory soil anomaly. Overburden thickness ranges from about 3 to 8 feet and consisted of thawed aeolian silt on heavily weathered bedrock. Trench WR-1 is a total of 155 meters in length, trench WR-2 was 72 meters in length and trench WR-3 was 115 meters in length. Each trench was mapped and chip channel samples collected from the floor of the trench. Geochemical sampling was conducted on 1 meter centers for altered and/or mineralized intervals and 2 meter centers for unaltered rocks. Samples collected for trenches WR-1, WR-2, and WR-3 totaled 119, 35, and 93, respectively. An additional 34 samples were collected as high-grade material from selected locations.

The dominant lithologies present in the WR trenches include massive to thinly bedded gray quartzite, massive to fissile brown and buff micaceous quartzite, and fissile brown to gray quartz mica schist. Less common lithologies observed include dark gray aphanitic quartz porphyry dikes, eclogite and biotite diorite to granodiorite. Barren metamorphic “sweat” quartz lenses from 1 to 3 centimeters in width are common and normally parallel metamorphic foliation. Unaltered rocks generally weather rusty brown-orange to rusty orange-brown.

Folding, faulting and shearing of varying degrees and orientations were observed in the West Ridge trenches.

In general, foliation (S₁) and original bedding (S₀) are parallel and dip variably to the south. Small folds are common with a predominant fold axis orientation of 070^owith axes plunging 14^oE. There is no preferred orientation for faults. Dominant trends are NE, NW, and E-W +/- 20^o. with variable but generally steep (+60^o) dips. Faulting and shearing appear to be polyphase and some evidence was observed for foliation plane or low angle displacement. Shears are characterized by variable sericite alteration and occasional quartz veins/lenses. Several orientations of vertical to steeply dipping joints also are present, the most prominent being N20-25^oE, N80^oW, N80^oE, and N40^oW.

Sericite alteration is pervasive in rocks containing significant anomalous gold and/or pathfinder elements and varies from weak and patchy in less altered rocks to pervasive and strong in highly altered rocks, most commonly where host rocks are cut by shear zones or at contacts with altered granitic rocks. Secondary oxidation products consists of As, Sb, Fe, and Mn oxides. Relative trace element concentrations help in identification between and among the various rock types at the nearby True North mine and proved useful in helping distinguish between oxidized, hydrothermally altered and fresh units within the Chatanika terrane, Cleary Sequence and Fairbanks Schist.

Quartz of hydrothermal origin was observed in all trenches, most commonly as 1 to 15 cm veins or stockwork veins in shear zones. Although surface oxidation is nearly complete, small amounts of unoxidized vein material remains in some of these shears and contain 1-3% sulfide/sulfosalts including arsenopyrite, pyrite, stibnite and/or boulangerite-jamesonite. The best exposures of mineralized shear zone was about the 70-meter mark of trench WR-1. The shear zone at this location is controlled by a steeply south dipping fault trending 290^o. The immediate 10 meters in the hanging wall (south side) of this mineralized structure contained abundant slickensides. The shear itself consists of 30 cm of mineralized milky quartz vein and sericite altered schist fragments. A one-meter chip channel rock sample from this shear returned 595 ppb gold and 2,430 ppm arsenic. Grab samples from this same zone returned 2,120 ppb gold and 5,280 ppm arsenic.

Trench 2 intercepted variably mineralized rock but failed to return plus-1 gram per tonne gold values from channel or grab samples. The best interval in trench 2 was a six-meter zone from 18 to 24 meters that returned three consecutive 2-meter samples which returned 189, 705 and 136 ppb gold, respectively. The first of these three samples contained a small dike of dark greenish gray siliceous sericite-altered intrusive suggesting a genetic relationship between anomalous gold and intrusive rocks on the prospect.

Trench WRTR0303 was oriented northeast – southwest and extended from trench WRTR0302 on the north through and beyond trench WRTR0301 on the south. The southern 15 meters of trench 3 intercepted a diorite to granodiorite intrusive which had been noted in soil chips.

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This intrusive was highly oxidized but was strongly sericite altered where fresh rock was present. Oxidized sulfide cast suggest the fresh rock contained 1%-5% total sulfides. This intrusion is also cut by two white aplite dikes. Geochemistry from channel samples collected in trench 3 show a dramatic increase in gold and arsenic content within the intrusive. The 14-meter section of the trench which intercepted the intrusive averages 660 ppb gold and 1,022 ppm arsenic with the highest grade portion of this interval being a two-meter zone nearest the country rock contact which averaged 2,052 ppb gold and 2,527 ppm arsenic. The intrusive mineralization remains open to expansion beyond the end of trench WRTR0303.

Following return of geochemical results from the 2003 trenching program, two ground geophysical surveys were conducted over the Old Glory prospect. The initial survey consisted of magnetics and very low frequency electromagnetics (VLF-EM) lines which were coincident with the three trenches. These surveys revealed the presence of several coincident magnetic and VLF-EM anomalies. Coincident magnetic and VLF-EM anomalies outlined in trenches 1 and 2 suggested that alteration and mineralization are likely controlled by a northeast striking structural zone which has an apparent dip of 55 degrees to the west. This interpretation is in agreement with soil geochemistry collected earlier in the season. In addition, the magnetic response from last 15 meters of trench WRTR0303 was markedly lower that the surrounding traverses within the metamorphic country rocks suggesting magnetic surveys could be a useful tool in tracing the extent of the mineralized intrusive encountered in trench 3. Magnetic lows are known to be associated with gold-bearing intrusives elsewhere in the Tintina Gold Belt.

A follow-up magnetic survey was completed over the Old Glory prospect in January 2004 in an attempt to determine the extent of the intrusive rocks encountered in trench WRTR0303. This survey consisted of three lines ranging from 500 to 700 feet in length which extended from the south end of trench 3 in a fan pattern to the southwest, south and southeast. All three lines showed a marked decrease in magnetic response to the south suggesting a possible schist – intrusive contact in that area. Additional exploration will be required to determine if significant gold mineralization is associated with this probably contact zone.

Drilling

Past drilling on the West Ridge property was conducted by Kinross Gold in 1999. This work consisted of 4 reverse circulation drill holes (1,650 feet).

Trenching

Geochemical results from the three West Ridge trenches indicate the presence of widespread elevated gold, arsenic and antimony with sporadic but lower level anomalous lead, molybdenum, bismuth and tungsten . Host rocks consist of quartz mica schist, quartzite, felsic intrusives and breccia zones containing one or more of these rock types and clearly show a strong shear zone at about 70 meters in Trench 1 which separates quartzite and quartz mica schists of the Fairbanks Schist with low level gold and pathfinder levels on the west from more elevated gold and pathfinder levels to the east. Host rocks east of this structure contain elevated levels of Mg, K, Ba, Ca, Ba, Sr, and V and appear to be composed of host rocks with compositions similar to eclogitic rocks of the Chatanika Terrane, an allochthonous terrane which hosts the True North deposit to the northwest but which has never been identified as being present on the West Ridge claims. The shear at the 70 meter mark returned grab samples with values up to 2.12 grams per tonne gold and 5,280 ppm arsenic and strikes to the northeast. This shear probably is responsible for the northeast-trending gold-in-soil anomaly outlined previously by auger sampling. The extension of this shear into Trench 2 did not yield significant gold mineralization but did correspond to a 10-meter section of the trench with anomalous gold, arsenic and antimony mineralization.

The most significant intervals encountered in trenching came from the last 15 meters of trench 3 which averaged 596 ppb gold and intersected a highly oxidized sericite altered diorite to granodiorite intrusive containing up to 2.98 grams per tonne gold with 3,140 ppm arsenic (Table 1). This intrusive did not contain anomalous Pd, Ag, Sb, Bi or W.

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Alteration associated with the intrusive included strong sericitic alteration and a marked increase in aluminum and sodium values. This sort of silicate alteration is normally associated with albitization in and adjacent to gold-bearing intrusives in the Tintina Gold Belt of Alaska and the Yukon. This intrusive mass remains open to expansion to the west and south into an area of the previously completed soil auger grid where gold soil values are consistently anomalous (+50 ppb) and reach up to 1,000 ppb. This portion of the soil grid, measuring at least 100 meters north-south by 150 meters east-west, is defined by an amorphous gold-in-soil pattern similar to that seen in intrusive hosted gold occurrences elsewhere in the district. This portion of the grid also grab rock samples which returned up to 10 grams per tonne gold from quartz-vein float, the highest grades recovered from the property to date.

Mineral Processing and Metallurgical Testing

There has been no mineral processing or metallurgical testing on mineralized material from the West Ridge property.

Mineral Resource and Mineral Reserve Estimates

There are currently no mineral resources or mineral reserve estimates on the West Ridge property.

Mining Operations

Currently, there are no mining operations conducted on the West Ridge Mineral Claims.

OIL AND GAS WELL INTERESTS

The Company owns 6.5% working interest (4.680% net revenue interest) in the Peters No. 1 Well, in Fayette County, Texas, and a 7.5% working interest (5.79375% net revenue interest) in each of the C-S #1, Jancik #2 and Herrmann #4 wells, located in Burleson County, Texas.

Plan of Operations

Source of Funds for Fiscal 2005/2004

Our primary source of funds since incorporation has been through the issuance of equity securities.

We have been successful in the past in acquiring capital through the issuance of shares of our common stock, sales of options on mineral properties and through advances from related parties. Although we intend to continue utilizing these sources, there has been no assurance in the past that these sources and methods would continue to be available in the future.

On February 14, 2000, John G. Robertson, our President, issued a "Commitment to Provide Financing to Teryl Resources Corp. as Required for Ongoing Operations". The substance of the Commitment states that, if the Company is not able to obtain funds required for maintaining its ongoing operations and status as a publicly traded company, from other sources, Mr. Robertson agrees and commits to provide, and/or arrange for any such funds for the Company on either a loan, equity, or combination basis, on mutually agreeable terms, and which comply with any regulatory rules and regulations applicable to such transactions. Mr. Robertson further states that such maintenance funding requirements are estimated at approximately C$100,000 per year and that he is capable of and willing to provide and/or arrange for such funding until the Company is able to obtain adequate funding from other sources, and/or is able to generate net earnings from revenues which will sustain its ongoing operations.

In the event that Mr. Robertson were not able to meet his commitments, and no other sources of capital were available to the Company in the future, on a reasonable financial basis, it would face the same obstacles as many small, undercapitalized companies do, and, in the worst case, could be forced to reorganize or liquidate, either of which consequence would likely have an adverse financial effect upon the Company's shareholders.

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At the present time, and in its present circumstances, there exists substantial doubt as to the ability of the Company to continue as a going concern, since there is no ongoing source of revenues and profits capable of sustaining the Company's operating overhead, although Mr. Robertson has committed to ensuring that the Company is able to survive on an interim basis, over the longer term, the Company will need to either begin to derive revenues from its existing resource-based assets, or find and enter into a business which holds the prospects of ensuring that it can continue as a going concern. Management is aware of such need and is both researching new business opportunities and assessing potential financing possibilities for funding its existing resource property obligations and also any new business which may be entered into or acquired.

We had a working capital surplus of $ 138,460 on May 31, 2005.

Anticipated Changes to Facilities/Employees

We anticipate there will not be any changes to either facilities or employees in the near future.

United States vs. Foreign Sales/Assets

We have had no revenue during the past five fiscal years from the sale of assets.

As of May 31, 2005, we had assets valued at $ 447,252 located in Canada; and assets valued at $ 2,962,457 located in the United States.

ITEM 4A. UNRESOLVED STAFF COMMENTS

This section is not applicable as we are not an accelerated filer or a large accelerated filer, as defined in Rule 12b-2 of the Exchange Act, or a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following contains forward-looking statements relating to revenues, expenditures and sufficiency of capital resources. Actual results may differ from those projected in the forward-looking statements for a number of reasons, including those described in this Annual Report.

Audited financial statements for the fiscal years ended May 31, 2005, May 31, 2004 and May 31, 2003 respectively are included in this Registration Statement.

Overview

We are an oil, gas, and mineral exploration company engaged in the acquisition and exploration of oil and gas, and mineral properties. Our expenditures are made acquiring mineral properties and carrying out exploration work. We do not have any producing mineral properties at this time. We also acquire oil and gas property interests and participate in drilling wells. The recoverability of amounts shown for investments, mineral properties, interests in oil and gas properties and the related deferred expenditures is dependent upon the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete the exploration, the profitability of future production or our ability to dispose of those assets on a profitable basis. Our ongoing operation is dependent upon cash flow from successful operations and equity financing. Under US GAAP, we have incurred a loss of $ 756,744 in the year ended May 31, 2005 (2004 - $ 1,444,266; 2003 - $ 543,950).

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A. OPERATING RESULTS

The following discussion of the Issuer’s financial condition at May 31, 2005, and the changes in financial condition and results of operations for the years ended May 31, 2005, 2004 and 2003 should be read in conjunction with the financial statements of the Issuer and related notes included therein. The Issuer’s reporting currency is the Canadian dollar. All amounts in this discussion are expressed in Canadian dollars.

Fiscal Year Ended May 31, 2005 compared to Fiscal year Ended May 31, 2004

Results of Operations

Results of operations was a net loss of $ 515,740 ($0.01 per share) as compared to a net loss of $ 791,776 ($0.01 per share) for 2004.

The Company realized a net loss of $515,740 in fiscal 2005, compared to a net loss of $791,776 in fiscal 2004, mainly due to a decrease in advertising, promotion and public relations expenditures and stock based compensation. The Company also repaid $142,203 to related parties during fiscal 2005.

Administrative expenses in fiscal 2005 totaled $513,711 as compared to $779,900 in 2004. In 2005 expenditures for advertising, promotion and public relations were $ 229,678 compared to $327,302 in 2004. Several other expenditures in 2005 were higher than in 2004 due to rising costs and increased administration and promotional activities. Due to a change in generally accepted accounting policies, the Company is now recording stock based compensation (stock options granted by not exercised as yet) resulting in an expense of $6,580 in 2005 compared to $169,355 in 2004 decreasing the net loss for 2005. Related parties were repaid $142,203 in advances from prior years.

Office, rent and telephone totaled $13,786 compared to $18,393 in 2004. Professional fees totaled $50,718 compared to $29,435 in 2004. The Company paid $22,602 for mining acquisitions in 2005 as compared to $20,645 in 2004. In 2005 expenditure for exploration and development were $ 241,004 compared to $ 652,490 in 2004, due to increased geophysical work, drilling and trenching on the West Ridge and Gil claims located in Alaska. In 2005 the Oil and Gas operations had net income of $ 28,307 compared to net income $ 21,037 in 2004. During fiscal 2005, revenue from oil and gas operations was $ 28,307 as compared to $ 21,037 for fiscal 2004.

As the Company is in the exploration stage and does not as yet have a mine in production, the recoverability of operating expenses is dependent upon the discovery of economically recoverable reserves.

Fiscal Year Ended May 31, 2004 compared to Fiscal year Ended May 31, 2003

Results of Operations

The Company realized a net loss of $791,776 in fiscal 2004, compared to a net loss of $323,812 in fiscal 2003, mainly due to a marked increase in advertising, promotion and public relations expenditures and related administrative expenses. This was due to a determined effort to raise financing since the stock market was strengthening and funds were required to pay for the Company’s share of the mineral exploration and development costs regarding the Alaskan properties. The Company also repaid $170,992 to related parties during fiscal 2004, which includes shares issued totaling $ 203,500.

In 2004 expenditures for advertising, promotion and public relations were $ 327,301 compared to $177,606 in 2003, due to increasing stock market prices and a determined effort to raise financing to carry out their exploration projects. Several other expenditures in 2004 were higher than in 2003 due to rising costs and increased administration and promotional activities, although in 2003 this was partially offset by the $ 83,152 gain in foreign exchange due to the stronger Canadian dollar.

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Due to a change in generally accepted accounting policies, the Company is now recording stock based compensation (stock options granted by not exercised as yet) resulting in an expense of $169,356 increasing the net loss for the year.

During fiscal 2004, revenue from oil and gas operations was $21,037 as compared to $24,255 for fiscal 2003. The Company also received $2,446,687 upon the issuance of common shares during fiscal 2004.

Administrative expenses in fiscal 2004 totaled $779,900 as compared to $337,144 in 2003. The expenses increased from the prior year mainly due to the increased activity in investor relations, which was $327,301 in fiscal 2004 (2003 - $177,606). Professional fees totaled $29,435 compared to $49,182 in 2003. Management and directors fees decreased to $55,522 in 2004 from $63,000 in 2003. The Company incurred $652,491 for mining exploration work in 2004 as compared to $222,290 in 2003.

In 2004 expenditure for exploration and development were $ 652,491 compared to $ 222,290 in 2003, due to increased geophysical work, drilling and trenching on the West Ridge and Gil claims located in Alaska. In 2004 the Oil and Gas operations had net income of $ 13,919 compared to net income $15,432 in 2003.

Fiscal Year Ended May 31, 2003 compared to Fiscal year Ended May 31, 2002

Results of Operations

Results of operations was a net loss of $323,812 ($0.01 per share) as compared to a net loss of $82,360 ($0.00 per share) for 2002.

In 2003 the Oil and Gas operations had net income of $15,432 compared to net income $6,146 in 2002, which was mainly due to the reworking of the C-S#1 and Jancik #2 wells resulting in increased production revenue, increased oil and gas prices and the fact that the wells are now fully amortized.

During fiscal 2003, revenue from oil and gas operations was $24,255 as compared to $19,510 for fiscal 2002. The Company also received advances from related parties of $260,318 during fiscal 2003.

Administrative expenses in fiscal 2003 totaled $337,092 as compared to $112,505 in 2002. The expenses increased from the prior year mainly due to the increased activity in investor relations, which was $177,606 in fiscal 2003 (2002 - $4,413). Office, rent and telephone totaled $59,450 compared to $23,585 in 2002. Professional fees totaled $49,182 compared to $15,970 in 2002. Management and directors fees increased to $63,000 in 2003 from $30,000 in 2002. The Company incurred $222,290 for mining exploration work in 2003 as compared to $86,202 in 2002.

In 2003 expenditures for advertising, promotion and public relations were $177,606 compared to $4,413 In 2002, due to increasing stock market prices and a determined effort to raise financing to carry out their exploration projects. Several other expenditures in 2003 were higher than in 2002 due to rising costs and increased administration and promotional activities, although this was partially offset by the $83,152 gain in foreign exchange due to the stronger Canadian dollar.

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B. LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

In the past, we have derived most of our development and operating capital primarily from the sale of equity instruments and the issuance of capital stock. Minor amounts were derived from interest.

We have been successful in the past in acquiring capital through the issuance of shares of our Common Stock, and through advances from related parties. Although we intend to continue utilizing these sources, there has been no assurance in the past that these sources and methods would continue to be available in the future.

In the event that no other sources of capital were available to us in the future, on a reasonable financial basis, it would face the same obstacles as many small, undercapitalized companies do, and, in the worst case, we could be forced to reorganize or liquidate, either of which consequence would likely have an adverse financial effect upon our shareholders.

Liquidity

Fiscal Year Ended May 31, 2005 compared to Fiscal year Ended May 31, 2004

During 2005, we financed our operations by the issue of 3,597,000 common shares for cash proceeds of $926,213, which consisted of the issuance of 2,000,000 common shares pursuant to private placement offerings completed during the year to raise cash proceeds of $593,363 after issue costs and the issue of 1,597,000 shares pursuant to the exercise of share purchase warrants for cash proceeds of $332,850.

During 2005, we spent $529,428 of these funds on operating activities as discussed above under Results of Operation for the year ended May 31, 2005 as compared to $1,167,809 the year ended May 31, 2004.

Our cash position decreased by $52,271 to $318,287 and our working capital at May 31, 2005 was $138,460.

Fiscal Year Ended May 31, 2004 compared to Fiscal year Ended May 31, 2003

During the fiscal year ended May 31, 2004, we continued to derive, as in the past, most of our development and operating capital primarily from the issuance of capital stock and advances from related companies.

During 2004, we financed our operations by the issue of 7,741,000 common shares for cash proceeds of $2,650,187, which consisted of the issuance of 7,000,000 common shares pursuant to private placement offerings completed during the year to raise cash proceeds of $2,505,012 after issue costs, the issuance of 297,500 common shares pursuant to the exercise of stock options for cash proceeds of $57,125, and the issue of 443,500 shares pursuant to the exercise of share purchase warrants for cash proceeds of $88,050.

During 2004, we spent $390,492 of these funds on operating activities as discussed above under Results of Operation for the year ended May 31, 2004 as compared to $342,517 the year ended May 31, 2003.

Our cash position increased by $420,939 to $370,558 and our working capital at May 31, 2004 was $20,032.

Fiscal Year Ended May 31, 2003 compared to Fiscal year Ended May 31, 2002

During the fiscal year ended May 31, 2003, we continued to derive, as in the past, most of our development and operating capital primarily from the issuance of capital stock and advances from related parties.

Of the total cash raised of $521,266 from financing activities, $ 222,290 was spent on exploration and development of mineral property interests and $342,517 was spent on operations. In 2002, $3,552 was spent on exploration and development and $87,926 was spent on operations.

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The Company’s cash deficit at May 31, 2003 was $(50,381) compared to $(6,840) at May 31, 2002 and the working capital deficit increased by $ 372,163 to $ 1,395,628 compared to $ 1,023,465 at May 31, 2002. The Company plans to continue raising funds through sale of capital stock and through option agreements on its mineral properties. See subsequent events note in the consolidated financial statements regarding private placement announced August 18, 2003.

The Company did not issue any shares in 2002. During the 2003 year the Company issued 2,004,850 common shares to net the treasury $ 260,948 (See Note 12 to the consolidated financial statements). The Company also issued 200,000 common shares for mineral property at a deemed price of $ 0.08 per share. In 2003, the Company received loans, on a net basis, of $ 260,318 from related companies.

Capital Resources

Our authorized capital consists of 100,000,000 common shares without par value and 5,000,000 Preferred Shares (non-voting) with a par value of $1.00. At May 31, 2005 we had 36,777,688 issued and outstanding common shares (May 31, 2004 – 33,180,688). No Preferred Shares have been issued to date.

The directors of the Company adopted the Teryl Resources Corp. 2002 Stock Option Plan (the “Plan” or the “2002 Plan”), and received initial shareholder approval of same on January 22, 2003. The Company has adopted a type of plan under which options may be granted for a number of shares up to 10% of the issued and outstanding shares of the Company from time to time. As the number of shares reserved for issuance under the Plan increases with the issue of additional shares by the Company, the Plan is considered to be a “rolling” stock option plan. This “rolling” plan requires Shareholder approval annually. The shareholders approved the Plan for fiscal 2004/5 on November 15, 2004.

During the year ended May 31, 2005, no stock options were exercised, expired or were cancelled. We granted 25,000 stock options to a consultant. As at May 31, 2005 we had 2,590,000 stock options outstanding at exercise prices ranging from $0.15 per share to $0.45 per share with expiry dates ranging from February 19, 2006 to October 19, 2009. These stock options vest over a two-year period from the date of grant. If exercised, the 2,590,000 stock options would increase our available cash by $666,250.

As at May 31, 2004 we had the following warrants outstanding:

No. of Warrants	Exercise Price	Expire Date
184,500	0.40	Aug. 26, 2005
2,000,000	0.6	Oct. 26, 2005
1,000,000	0.35	May 18, 2006

If exercised, the outstanding 3,184,500 warrants would increase our available cash by $1,623,800 at an average price of $0.45.

US GAAP Reconciliation

Under Canadian GAAP, it is acceptable to defer mineral property acquisition and exploration costs until a decision to abandon the property is made, it is determined that the property does not have economically recoverable reserves or that a company is unlikely to pursue exploration activities on the property. Under U.S. GAAP, mineral exploration costs are expensed until it can be proven that economically viable reserves are present on the property and a company has the ability and intention to pursue exploitation of these reserves.

Under Canadian GAAP, cash flows relating to mineral property exploration costs are reported as investing activities. For U.S. GAAP, these costs would be characterized as operating activities.

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Under Canadian GAAP, future income taxes are calculated based on enacted or substantially enacted tax rates applicable to future years. Under U.S. GAAP, only enacted rates are used in the calculation of future income taxes. This GAAP difference did not result in a difference in our financial position, results of operations or cash flows for the years ended May 31, 2005, 2004 and 2003.

We have adopted the fair value based approach to Stock Based Compensation under the provisions of CICA 3870 and SFAS No. 123. The method of adoption applied by us is permissible under both Canadian and US standards.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

There were no expenditures on research and development over the past three years ended May 31, 2005, 2004 and 2003. We do not hold any patents, trademarks or copyrights.

D. TREND INFORMATION

We currently have no active business operations that would be effected by recent trends in productions, sales, etc. We have no material net sales or revenues that would be affected by recent trends other than the general effect of mineral and oil and gas prices on our ability to raise capital and those other general economic items.

E. OFF-BALANCE SHEET ARRANGEMENTS

There are no known off-balance sheet arrangements other than those disclosed in this Form 20-F and in our audited consolidated financial statements for the year ended May 31, 2005.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table provides information as of the latest fiscal year end balance sheet date with respect to the Company’s known contractual obligations specified below.

	Payments due by period (US$)
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Mineral Property Obligations	$602,617	$20,000	$522,617	$30,000	$30,000
Long-term debt obligations	Nil	Nil	Nil	Nil	Nil
Capital (Finance) Lease obligations	Nil	Nil	Nil	Nil	Nil
Operating lease obligations	Nil	Nil	Nil	Nil	Nil
Purchase Obligations	Nil	Nil	Nil	Nil	Nil
Other Long-term liabilities reflected on the Company’s Balance sheet under US GAAP	Nil	Nil	Nil	Nil	Nil
Total	$602,617	$20,000	$522,617	$30,000	$30,000

As we explore our properties, we decide which ones to proceed with and which ones to abandon. To fully exercise the options under various agreements for the acquisition of interests in properties located in British Columbia and Alaska, we must incur exploration expenditures on the properties and make payments to the optionors as follows:

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Property	Calendar Year	Option/Advance Royalty Payment (US$)	Expenditure Commitment (US$)	Number of Shares

Gil Property, Alaska	2005	$ -	$ -	-
	2004	$ -	$ -	-
Westridge Property, Alaska	2005	$ -	$ -	-
	2004	$ -	$ -	-
Fish Creek, Alaska	2005	$ -	$ 377,617	$ 100,000
	2004	$ -	$ 405,840	-
Fox Creek, Alaska	2005	$90,000	$ -	-
	2004	$ -	$ -	-
Anderson Group, Alaska	2005	$135,000	$ -	-
	2004	$ 142,500	$ -	-

These amounts may be reduced in the future as we determine which properties are of merit and abandon those with which we do not intend to proceed.

Oil and Gas Wells:

The Company owns 6.5% Working Interest in the Peters No. 1 Well, situated in Fayette County, Texas, (4.680% Net Revenue Interest, after royalties and a carried interest by the operator), and a 7.5% Working Interest (5.79375% Net Revenue Interest after 22.75% royalties) in each of the Jancik #1 and Hermann #4 wells, located in Burleson County, Texas.

Under Canadian GAAP the cost of the wells has been fully amortized. Under U.S. GAAP the wells would be written down to a nominal value of $1 each. This difference would result in the assets being increased by $3.

G. Safe Harbor

Not applicable.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

As of May 31, 2005, our Board of Directors consisted of three Directors, two of whom are independent (or “outside”) non-executive Directors. The following table provides certain information about the members of our Board of Directors as of May 31, 2005.

Name	Position with the Company	Age	Date of First Election or Appointment
John G. Robertson (1)(2)(3)	President, Chief Financial Officer, Secretary, Director	65	October 25, 1985
Jennifer Lorette (2)(3)	Vice President and Director	32	February 20, 2001
Susanne Robertson (1)(3)	Director	59	September 12, 1990
Monique Van Oord (1)(3)	Director	44	October 17, 2002

(1)

Indicates member of the Issuer's audit committee.

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	(2)	The Senior Management serves at the pleasure of the Board of Directors.

	(3)	Each director of the Issuer holds office until the next Annual General Meeting unless his or her office is earlier vacated in accordance with the Articles of the Company and the Business Corporations Act (British Columbia), or unless he or she becomes disqualified to act as a director.

John Robertson. Mr. Robertson is the President and a founder of the Company since 1985; Mr. Robertson has been the Chairman, President and Chief Executive Officer of REGI U.S., Inc., an Oregon corporation traded on the OTC bulletin board, since July 1992, a U.S. public company engaged in the development of a rotary engine/compressor (“Rand Cam Engine”). Since October 1984 Mr. Robertson has been President and a Director of Reg Technologies Inc., a British Columbia corporation listed on the TSX Venture Exchange that has financed the research on the Rand Cam Engine since 1986. REGI U.S. is ultimately controlled by Reg Technologies Inc. Mr. Robertson has been the President, Chief Executive Officer and Chairman of the Board of Linux Gold Corp. since 1979. Mr. Robertson has been the President and Principal Executive Officer and a Director of IAS Communications, Inc. since its formation in December 1994, a U.S. public company which is developing and marketing proprietary antenna technology. Since June 1997 Mr. Robertson has been President, Principal Executive Officer and a Director of Information Highway.com, Inc., an inactive reporting Florida corporation. Since May 1977 Mr. Robertson has been President and a member of the Board of Directors of SMR Investments Ltd., a private British Columbia corporation engaged in management of public companies. Mr. Robertson is also the President and Director of the following private companies: JGR Petroleum, Inc., BlueCrow Internet Co. Ltd., 394754 B.C. Ltd., dba SOVO Computer Centre, Pavlik Travel Services Ltd., World Tel-Internet (Toronto) Ltd., International Diamond Syndicate Ltd., and Argon Investment Corporation. Mr. Robertson is a citizen and resident of Canada.

Susanne Robertson. Director of the Company since 1990; Principal of SMR Investments, Ltd., a private business and financial consulting company, since 1979; Director of Linux Gold Corp, a BC company reporting in the US and Canada involved in the development of computer software, since 1984. Ms. Robertson is a citizen and resident of Canada

Jennifer Lorette. Ms. Lorette has been a director since June 2001. Since June 1994 Ms. Lorette, has been Vice President of REGI U.S., Inc., an Oregon corporation traded on the OTC bulletin board. Since April 1994 she has also been Vice President of Administration for Reg Technologies, Inc., a British Columbia corporation listed on the TSX Venture Exchange. REGI U.S. is ultimately controlled by Reg Technologies Inc. Since June 1997 Ms. Lorette has been Secretary/Treasurer, and a Director of Information Highway.com, Inc., a Florida corporation. Ms. Lorette is also a director of Linux Gold Corp., a British Columbia company which trades on the OTC BB. Ms. Lorette is a founder, and has been Secretary/Treasurer of IAS Communications, Inc. since February 1995. Ms. Lorette is a citizen and resident of Canada.

Monique van Oord. Director of the Company and Chief Financial Officer since January 2003. Administrator for several public and private companies from 2002 to date; Counsellor with Magdeline Society between 2001 and 2002. Ms. van Oord is a citizen and resident of Canada.

The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with our Articles.

The Board of Directors appoints Senior Management who serve at the discretion of the Board of Directors. No Director and/or Senior Management had been the subject of any order, judgement, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Senior Management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanour involving a security or any aspect of the securities business or of theft or of any felony.

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There is a family relationship between two of the Directors or Senior Management. John Robertson and Susanne Robertson are husband and wife.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.

B. COMPENSATION

The following table sets out the compensation information for the fiscal years ended May 31, 2005, May 31, 2004 and May 31, 2003 for our directors and members of our administrative, supervisory or management bodies.

Name and Principal Position	Year	Annual Compensation			Long-Term Compensation
					Awards		Payouts
		Salary ($)	Bonus ($)	Other Annual Compensation ($)	Securities Granted under Options⁽²⁾/ (1) SARS Granted #	Restricted Shares or Restricted Share Units ($)	LTIP ⁽²⁾ Payouts ($)	All Other Compensation ($)
John G. Robertson, President, CFO, Secretary and Director	2005 2004 2003	$12,000⁽³⁾⁽⁾ $12,000⁽³⁾⁽⁾ Nil	Nil Nil Nil	30,000.00 ⁴³⁾ 17,500.00⁽⁴⁾ 30,000.00 ⁽³⁾	Nil / Nil Nil / Nil Nil / Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Jennifer Lorette, Vice President Director	2005 2004 2003	25,750 ⁽⁶⁾ 24,375 ⁽⁶⁾ $33,000 ⁽⁶⁾	Nil Nil Nil	Nil Nil Nil	Nil / Nil 100,000 / Nil Nil / Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Susanne Robertson, Director	2005 2004 2003	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil / Nil 500,000 / Nil Nil/ Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Monique van Oord, Director	2005 2004 2003	$23,500 ⁽⁷⁾ $20,874 ⁽⁷⁾ Nil	Nil Nil Nil	Nil Nil Nil	Nil / Nil 25,000 / Nil Nil / Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Yale Hirsch, Vice President	2005 2004 2003	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil / Nil 200,000 / Nil Nil / Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

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	(1)	"SARS" or "stock appreciation right" means a right granted by the Company, as compensation for services rendered, to receive a payment of cash or an issue or transfer of securities based wholly or in part on changes in the trading price of publicly traded securities of the Company.

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

	(3)	John Robertson received $12,000 in Director’s Fees.

	(4)	Management fees paid to SMR Investments Ltd., a company for which John Robertson acts as a director.

	(5)	Number of stock options granted to the above during the 2004 fiscal year were nil. During fiscal 2003, Mr. Robertson held 990,000 options exercisable at $0.10. Jennifer Lorette, a Vice President, held 100,000 options exercisable @ $0.15 per share, Jennifer Lorette has not exercised any options to record date. Yale Hirsch, a Vice President, was granted 200,000 options exercisable at $0.15 during fiscal 2002. Yale Hirsch exercised all his options during fiscal 2004.

	(6)	Jennifer Lorette, a Vice President, received consulting fees or wages either directly or through her proprietorship, Lorette Enterprises.

	(7)	Monique van Oord, a Director, received $20,874 in consulting fees.

During fiscal 2005, John Robertson, President and Director received $12,000 directors fees; Jennifer Lorette, Vice President and Director, received $25,750 administration consulting fees/wages; and Monique van Oord, Director, received $23,500 secretarial and consulting fees/wages.

There are no other management contracts in existence at this time to which the Company is a party.

Option/SAR Grants

Name	Number of Options Granted	% of Total Options Granted as of May 31, 2005	Exercise or Base Price ($/Security) (1)	Date of Grant	Mkt. Value of Securities Underlying Options on Date of Grant ($)	Expiry Date
John Robertson, President, Director and CEO	Nil(1)(3)	nil% (1)(2)	N/A	N/A	$ N/A (1)	(1)
Directors who are not Named Executive Officers	Nil	nil%	N/A	N/A	$ N/A

	(1)	There were no options granted to the Named Executive Officer of the Company during the year ended May 31, 2005.
	(2)	During the fiscal year ended May 31, 2005 500,000 additional stock options were granted to two consultants and one employee.

The Company entered into a Management Agreement with SMR Investments Ltd. for the provision of management and administrative services. Pursuant to the Management Agreement, SMR Investments Ltd. provides management and administrative services to the Company, and is in a unique position to service the promotion, marketing, investment and business management needs of the Company, for which the Company pays up to $2,500 per month. The Management Agreement also provides that the manager will be reimbursed for all reasonable out-of-pocket expenses. Susanne Robertson, a director of the Company, is the sole shareholder of SMR Investments Ltd. and John Robertson, President and a director of the Company is a director of SMR Investments Ltd. During the last fiscal year of the Company, the sum of $30,000 was paid as a management fee to SMR Investments Ltd.

No cash or non-cash compensation was paid or distributed to the executive officers of the Company under any pension or other plans nor is there any plan for such payments or distributions during the following fiscal year contributed to the directors and officers.

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During the fiscal year ended May 31, 2005, 25,000 stock options were granted pursuant to stock option plans. no options were exercised, cancelled or expired (see Note 12 to our Financial Statements).

Total options currently exercisable at May 31, 2005 are 2,590,000. All exercise prices are CDN dollars as listed in the following tables. See Note 12 to the financial statements.

The following table gives certain information concerning stock option exercises during the year ended May 31, 2005 by our Senior Management and Directors. It also gives information concerning stock option values.

Aggregated Stock Options Exercises in Fiscal 2003
Fiscal Year End Unexercised Stock Options
Fiscal Year End Stock Option Values
Senior Management/Directors

Name	Number of Shares Acquired ue on Exercise	Aggregate Val Realized (Cdn $)	Number of Unexercised Options at Fiscal Year-End Exercisable/Unexercisable	Value of Unexercised In- the-Money Options at Fiscal Year-End Exercisable/ Unexercisable (1)

John G. Robertson, President, Chief Financial Officers, Secretary and Director	N/A	N/A	990,000 / Nil	$217,800 / N/A

Jennifer Lorette, Vice President	N/A	N/A	100,000 / Nil	$22,000 / N/A

Susanne Robertson, Director	N/A	N/A	500,000 / Nil	$110,000 / N/A

Monique van Oord Director	N/A	N/A	50,000 / Nil	(1) / N/A

Yale Hirsch	N/A	N/A	Nil / Nil	$0 / N/A

(1)	Other than the options held by Monique van Oord, the Senior Management/Directors were “in the money” as of May 31, 2005. The closing price of the Company’s shares on the TSX Venture Exchange was $0.27 Cdn. Ms. van Oord’s options are priced at $0.35 (repriced on March 7, 2005).

Options to Purchase Registrant's Common Shares Held by Officers and Directors of Registrant

NAME OF OPTIONEE	NUMBER OF OPTIONS	EXERCISE PRICE (CDN $)	EXPIRY DATE
John G. Robertson	990,000	$0.15	April 22, 2007
Jennifer Lorette	100,000	$0.15	April 22, 2007
Susanne Robertson	500,000	$0.15	April 22, 2007
Monique van Oord	50,000	$0.35	March 5, 2009
TOTAL HELD AS A GROUP:	1,640,000

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Options to Purchase Registrant’s Common Shares Held by Persons Other than Officers and Directors of the Registrant

Name of Optionee	No. of Optioned Shares	Exercise Price Per Share	Expiry Date
Arnie Winrob	50,000	$0.40	December 16, 2002
National Media Association	350,000	$0.40	February 19, 2003
James Kerr	75,000	$0.40	March 4, 2008
Peter Zihlman	150,000	$0.40	October 20, 2008
George Duggan	300,000	$0.45	November 13, 2008
Jagdish Singh	25,000	$0.45	October 19, 2009
TOTAL HELD AS A GROUP:	950,000

INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of the directors and senior officers of the Company, proposed nominees for election or associates of such persons is or has been indebted to the Company or its subsidiaries, other than routine indebtedness, at any time since the beginning of the last completed financial year of the Company.

C. BOARD PRACTICES

Under section 224 of the Business Corporations Act, S.B.C. 2002, c. 57, the directors of a company must, at their first meeting on or after each annual reference date, elect an audit committee, to hold office until the next annual reference date. The audit committee must be composed of at least 3 directors, and a majority of the members of the committee must not be officers or employees of the company or of an affiliate of the company. The members must elect a chair from among their number and determine their own procedures. The auditor of a company must be given reasonable notice of, and has the right to appear before and to be heard at each meeting of the company’s audit committee and must appear before the audit committee when request to do so by the committee and after being given reasonable notice to do so. Our Board of Directors established an Audit Committee which members consist of Monique van Oord, John Robertson and Susanne Robertson.

The Directors are elected by the shareholders to hold office for a term of one year or until re-elected at the next annual general meeting.

D. EMPLOYEES

We employed no employees during any of the years ended May 31, 2005, May 31, 2004 and May 31, 2003. Our legal, accounting, marketing and administrative functions are, and have been during the last three fiscal years, contracted out to consultants.

We have no employees; as such, no directors or officers belong to any labor unions. We have not been subject to any strikes or other labor disturbances that have interfered with our operations.

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E. SHARE OWNERSHIP

The following table sets forth the ownership of our common shares by our Directors and Officers as at May 31, 2005:

Shareholder	Number of shares issued and outstanding	Percentage ownership (1)
John G. Robertson	3,136,014 (2)	8.53 %
Jennifer Lorette	212,800 (3)	* %
Susanne Robertson	6,375,483 (4)	17.34 %
Monique van Oord	50,000 (5)	*%
Yale Hirsch	0	*%

	(1)	as at May 31, 2005, there were 36,777,688 issued and outstanding common shares.
	(2)	Includes 1,750,564 common shares are held directly and the balance of 395,450 common shares are held by Access Information Services Inc., a private company wholly-owned by The Robertson Family Trust., and 990,000 options registered in the name of Mr. Robertson that are currently exercisable. [Mr. Robertson is one of three trustees of the Robertson Family Trust, which acts by the majority vote of the three trustees. Mr. Robertson disclaims beneficial ownership of the shares owned or controlled by the Robertson Family Trust], Mr. Robertson's address is the same as our address].
	(3)	Includes 100,000 options that are currently exercisable. Ms. Lorette's address is the same as our address.
	(4)	Includes 766,600 common shares held directly and 5,108,883 common shares held by SMR Investments Ltd., a private company wholly-owned by Susanne M. Robertson and 500,000 options that are currently exercisable, . Ms. Robertson's address is the same as the Company’s.
	(5)	Includes 50,000 options that are currently exercisable. Ms. van Oord's address is the same as our address.

* Beneficially owns less than one percent of our common shares.

For information regarding the ownership of stock options to acquire our common shares which are held by our Directors and Officers, and also by our employees, please refer to Item 6.B above “ Stock Options Granted to Employees, Directors and Senior Managers”.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS.

To the best of our knowledge, we are not indirectly owned or controlled by any other corporation, foreign government or by any other natural or legal person, except as set out below.

At May 31, 2005, we are aware of the following shareholders who owns 5% or greater of the voting shares of the Company:

Name of Shareholder	No. of Common Shares Owned	Percentage of Outstanding Common Shares
Susanne M. Robertson	3,136,014 (1)	8.53 %
John G. Robertson	6,375,483 (2)	17.34 %

	(1)	Of the 6,375,483 common shares owned by Susanne Robertson, 766,600 common shares held directly and 5,108,883 common shares held by SMR Investments Ltd., a private company wholly-owned by Susanne M. Robertson and 500,000 options that are currently exercisable.
	(2)	Of the 3,136,014 common shares owned by John G. Robertson Includes 1,750,564 common shares are held directly and the balance of 395,450 common shares are held by Access Information Services Inc., a private company wholly- owned by The Robertson Family Trust., and 990,000 options registered in the name of Mr. Robertson that are

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currently exercisable. [Mr. Robertson is one of three trustees of the Robertson Family Trust, which acts by the majority vote of the three trustees. Mr. Robertson disclaims beneficial ownership of the shares owned or controlled by the Robertson Family Trust].

Over the past three years, there has not been a significant change in the percentage ownership held by any major shareholder.

Control of the Company

We are a publicly owned Canadian corporation, with shareholders in Canada, the United States and other foreign jurisdictions. We are not controlled by any foreign government or other person.

We do not know of any arrangements which could result in a change in control of the Company.

B. RELATED PARTY TRANSACTIONS.

We had related party advances outstanding of $ 75,058 at the May 31, 2005 year-end, compared to $ 208,221 at the end of our previous fiscal year. These were unsecured, non-interest bearing and with no fixed terms of repayment. These transactions with related parties during the year ended May 31, 2005 are as follows (Note references are to our audited financial statements for the years ended May 31, 2005 and 2004):

Reg Technologies Inc. is a public company which shares office facilities and staff, several directors and participates in Joint Ventures with the Company. See Note 7A in respect to the property that is operated as a Joint Venture with Reg. See Note 3 advances to Reg.
SMR Investments Ltd. is a private company which is controlled by an officer of the Company who has significant influence on the affairs of the companies. Under a management contract with SMR Investments Ltd. the Company agreed to pay up to $ 2,500 per month for management services. The Company was deemed to have paid SMR management fees totalling $ 30,000 during the current year (2004 - $ 17,500).
The Company holds 15,880 shares of Linux Gold Corp., US a public company controlled by an officer of the Company, as described in Note 4.
During the 2005 fiscal year, directors fees of $ 12,000 (2004 - $12,000) were paid to J. Robertson, President of the Company; administration consulting fees of $ 25,750 (2004 - $ 24,375) were paid to Lorette Enterprises and/or J. Lorette, Vice-President of the company and secretarial fees of $ 23,500 (2004 - $ 20,874) were paid to M. van Oord, a director of the company.

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Fees of $ 9,019 (2004 - $1,646) were paid to KLR Petroleum Ltd. (which is controlled by an officer of the Company who has significant influence on their affairs) for administration of the Company’s payroll and benefit plan.
Office rent amounted to $ 16,680 for the year ended May 31, 2005 (2004 - $ 15,600) of which $ 11,120 (2004 - $ 10,400) has been shared with Reg Technologies Inc. and REGI US Inc.

We believe that the terms of these transactions were incurred in the normal course of operations and are equivalent or more favorable than terms we would be able to negotiate in arms-length transactions with unaffiliated parties.

C. INTERESTS OF EXPERTS AND COUNSEL.

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See our audited consolidated financial statements for the fiscal years ended May 31, 2005, May 31, 2004 and May 31, 2003.

Legal Proceedings.

We are not a party to any material legal proceedings.

Dividend Distribution Policy.

We have not paid any cash dividends to date and we do not intend to pay cash dividends in the foreseeable future.

B. SIGNIFICANT CHANGES

None.

ITEM 9. THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

Our shares trade solely on the TSX Venture Exchange (the "TSXV") under the symbol TRC-V. There are currently no restrictions on the transferability of these shares under Canadian securities laws. There has been no U.S. market in our shares.

We believe that our common stock falls under the classification of a “penny stock”, as that term is defined by Rule 3a51-1 of the Securities Exchange Act of 1934. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than US $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

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The following table shows the annual high and low closing prices of our stock traded on the TSX Venture Exchange during the last five fiscal years as follows:

Year	High ($CDN)	Low ($CDN)	Close ($ CDN)
2005	0.56	0.265	0.27
2004	0.85	0.24	0.37
2003	0.53	0.08	0.35
2002	0.27	0.05	0.22
2001	0.47	0.08	0.10

The following table shows the quarterly high and low closing prices of our stock traded on the TSX Venture Exchange during the last two fiscal years, for each quarter as follows:

Period	High	Low	Close	Volume
2005 Q4 5/31/05	0.375	0.265	0.27	1,449,964
Q3 2/28/05	0.45	0.30	0.35	2,078,611
Q2 11/30/04	0.56	0.34	0.415	1,400,497
Q1 8/31/04	0.48	0.30	0.385	847,615
2004 Q4 5/31/04	0.71	0.30	0.37	2,072,359

Q3 2/28/04	0.85	0.50	0.62	3,836,012
Q2 11/30/03	0.75	0.36	0.71	4,881,272
Q1 8/31/03	0.42	0.24	0.37	2,090,719

(Information provided by the TSX Venture Exchange. The quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions.)

As a foreign private issuer, our officers, directors and ten percent beneficial owners we will not be subject to the reporting obligations of the proxy rules of the Section 14 of the Securities Exchange Act of 1934 or the insider short-swing profit rules of Section 16 of the Securities Exchange Act of 1934.

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Common Share Description

Our authorized share capital consists of 100,000,000 common shares without par value and 5,000,000 preferred shares with a par value of $1.00. All of our authorized common shares are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. The Preferred Shares have attached thereto a right to receive dividends as determined by the Directors. The Preferred Shares may be issued in series, with special rights and restrictions therefor being determined by the Directors, subject to regulatory approval. No Preferred Shares have been issued to the date of this 20-F.

Holders of common shares are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Holders of common shares are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.

Upon our liquidation, dissolution or winding up, holders of common shares are entitled to receive pro rata our assets, if any, remaining after payments of all debts and liabilities.

No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

Provisions as to the modification, amendment or variation of such shareholder rights or provisions are contained in the British Columbia Business Corporations Act. Unless the Act or our Articles otherwise provide, any action to be taken by a resolution of the shareholders may be taken by an ordinary resolution, being approved by a vote of a majority of the votes cast in respect of the matter at the shareholders’ meeting.

There are no restrictions on the repurchase or redemption of our common shares while there is any arrearage in the payment of dividends or sinking fund installments.

Convertible Securities / Warrants

The following table lists, as of May 31, 2005, the share purchase warrants outstanding.

Effective Date of Issuance	Number of Share Purchase Warrants Originally Issued	Number of Share Purchase Warrants Still Outstanding	Year 1	Year 2	Expiration Date of Share Purchase Warrants

August 26, 2003 (1)	1,000,000	184,500	expired	0.40	August 26, 2005
April 26, 2004 (2)	2,000,000	2,000,000	0.60	N/a	October 26, 2005
May 18, 2005 (3)	1,000,000	1,000,000	0.35	N/a	May 18, 2006

	(1)	On August 26, 2003, the Company issued 2,000,000 units of capital stock pursuant to a Private Placement with 27 placees at a price of $ 0.25 per unit ($ 500,000 less issue costs of $ 4,113) to net the treasury $ 495,887. Each unit consists of one common share and one-half share purchase warrant exercisable in the first year for $ 0.30 and $ 0.40 in the second year, per common share.

	(2)	On April 26, 2004, the Company issued a Private Placement with 27 placees for 2,000,000 units at $ 0.50 per unit to net the treasury $ 982,750 ($ 1,000,000 less issue costs of $ 17,250). Each unit consists of one common share and one share purchase warrant for one additional common share exercisable within eighteen months for a price of $ 0.60 per share.

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(3)

On May 18,2005, the Company issued 2,000,000 units of capital stock pursuant to a Private Placement with 42 placees at a price of $ 0.30 per unit ($ 600,000 less issue costs of $ 6,637) to net the treasury $ 593,363. Each unit consists of one share and one-half share purchase warrant exercisable within one year for $ 0.35 per share.

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

Our shares trade solely on the TSX Venture Exchange (the "TSXV") under the symbol “TRC”. There are currently no restrictions on the transferability of these shares under Canadian securities laws.

D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

We were incorporated on May 23, 1980, as Candy Mountain Gold Corporation under a perpetual charter pursuant to the Company Act (British Columbia) by the registration of its Memorandum of Association and Articles of Association. On January 20, 1984, a special resolution was passed changing its name to Teryl Resources Corp.

On March 29, 2004, the new British Columbia Business Corporations Act (the "BCA") came into force in British Columbia and replaced the former Company Act (“Former Act”), which is the statute under which we were previously governed. Under the BCA, we have two years within which to transition ("Transition") under the new statute. In accordance with the BCA, we cannot amend our Articles or Notice of Articles until the Transition to the BCA is completed. We filed a transition application with the Registrar of Companies British Columbia to transition to the BCA and completed the Transition on September 13, 2004.

On November 15, 2004, at the Annual General Meeting of shareholders, our shareholders passed a special resolution to delete and replace our Articles as they applied to the Former Act in their entirety for new articles under the BCA. Under the Business Corporations Act (British Columbia) we are permitted to conduct any lawful business that we are not restricted from conducting by our memorandum and articles, neither of which contain any restriction on the business we may conduct. Our Incorporation Number is BC0187279.

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A director who, in any way, directly or indirectly, is interested in a proposed contract or transaction with us must disclose in writing the nature and extent of the director's interest at a meeting of directors and abstain from voting on approval of the matter. Our Articles permit an interested director to be counted in the quorum and the Business Corporations Act (British Columbia) provides that a director of a company is not deemed to be interested in a proposed contract or transaction merely because the proposed contract or transaction relates, among other things, to an indemnity, liability insurance or the remuneration of a director in that capacity. Hence, directors can vote compensation to themselves or any of their members. The board of directors has an unlimited power to borrow, issue debt obligations and to charge our assets, provided only that such power is exercised bona fide and in our best interests. There is no mandatory retirement age for directors. A director is not required to have any share qualification.

We have two classes of shares. We have 100,000,000 authorized common shares, voting, without par value; and authorized 5,000,000 non-voting preferred shares with a par value of $1.00. Our common shares are without any special rights or restrictions.

The Preferred Shares have attached thereto a right to receive dividends as determined by the Directors. The Preferred Shares may be issued in series, with special rights and restrictions therefor being determined by the Directors, subject to regulatory approval. No Preferred Shares have been issued to the date of this 20-F.

The dividend entitlement of a common shareholder of record is fixed at the time of declaration by the board of directors. A vested dividend entitlement does not lapse, but unclaimed dividends are subject to a statutory six year contract debts limitation. Each common share is entitled to one vote on the election of each director. There are no cumulative voting rights, in consequence of which a simple majority of votes at the annual meeting can elect all of our directors. Each common share carries with it the right to share equally with every other common share in dividends declared and in any distribution of our surplus assets after payment to creditors on any winding up, liquidation or dissolution. There are no sinking fund provisions. All common shares must be fully paid prior to issue and are thereafter subject to no further capital calls by us. There exists no discriminatory provision affecting any existing or prospective holder of common shares as a result of such shareholder owning a substantial number of shares.

Under the Business Corporations Act (British Columbia), the rights of shareholders may be changed only by the shareholders passing a special resolution approved by 2/3 of the votes cast at a general meeting of shareholders, the notice of which is accompanied by an information circular describing the proposed action and its effect on the shareholders. Shareholders representing 10% of our common shares who vote against such a resolution may apply to the Court to set aside the resolution and the Court may set aside, affirm or affirm and order us to purchase the shares of any shareholder at a price determined by the Court.

The Board of Directors must call an annual general meeting once in each calendar year and not later than 15 months after the last such meeting. The Board may call an extraordinary general meeting at any time. Notice of such meetings must be accompanied by an information circular describing the proposed business to be dealt with and making disclosures as prescribed by statute. A shareholder or shareholders having in the aggregate 5% of our issued shares may requisition a meeting and the Board is required to hold such meeting within four months of such requisition. Admission to such meetings is open to registered shareholders and their duly appointed proxies. Others may be admitted subject to the pleasure of the meeting.

Our memorandum and articles contain no limitations on the rights of non-resident or foreign shareholders to hold or exercise rights on our shares. There is no limitation at law upon the right of a non-resident to hold shares in a Canadian company.

There are no provisions in our memorandum and articles that would have an effect of delaying, deferring or preventing a change in control and that would operate only with respect to a merger, acquisition or corporate restructuring involving us or any of our subsidiaries.

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There is no provision in our articles setting a threshold or requiring or governing disclosure of shareholder ownership above any level. Securities Acts, regulations and the policies and rules thereunder in the Provinces of Alberta and British Columbia, where we are a reporting company, require any person holding or having control of more than 10% of our issued shares to file insider returns disclosing such share holdings.

C. MATERIAL CONTRACTS

During the years ended May 31, 2005 and May 31, 2004, we entered into the following material contracts.

On March 5, 2002 (amended November 2002), the Company and LinuxWizardry Systems, Inc. entered into an agreement whereby Teryl may earn up to a 50% interest in the Fish Creek mineral claims located in the Fairbanks district of Alaska, USA by expending $ 500,000 US within three years and issuing 200,000 common shares subject to regulatory approval. Linux will have a 5% net royalty interest until Teryl pays $ 200,000 US. The agreement was extended to expire on March 5, 2007. The Company authorized 100,000 common shares for issuance to Linux as consideration for the extension.
Pursuant to a purchase agreement dated August 18, 2003, the Company paid Michael D. Roberts $ 6,559 ($ 5,000 US), with an additional $ 142,500 US owing in the next three years, for a 100% interest (subject to a 5% net profit interest) for 70.785 acres located in the Fairbanks Mining district of Alaska, USA, known as Anderson Group 2nd Tier R.L. of Dome Creek.
In July 2003 we announced we had successfully negotiated a lease of 440 acres in the Fairbanks Mining District, Alaska from the State of Alaska, Mental Health Trust Land Office (TLO). The trust land is adjacent to the western portion of the Company’s 100% owned West Ridge claims and 40 acres is strategically located within the West Ridge claims, which is on the edge of a geochemical gold anomaly. The gold anomaly may possibly be on trend with the 4000-foot western gold anomaly, which is geochemically similar to the gold mineralization at the True North deposit, according to AMAX Gold’s report completed in 1999. The True North gold deposit was purchased by Kinross Gold for CAD$94 million in shares and cash from La Teko Resources and Newmont Mining Corporation. An exploration work program will be submitted for approval immediately to the Trust Land Office to locate drill targets on the newly acquired lease.

In consideration for the State of Alaska lease, a production royalty on the lease land is granted to the State of Alaska, Trust Land Office (TLO) as follows:

Price of Gold (per ounce) Production Royalty
Below $300.00 2.5%
$300.01 - $350.00 3.0%
$350.01 - $400.00 3.5%
$400.01 - $450.00 4.0%
$450.01 - $500.00 4.5%
Above $500.00 5.0%

Additionally, Teryl will grant a 1% Net Smelter Return (NSR) on its 100% owned West Ridge property with first refusal to purchase the 1% NSR in the event that TLO decides to sell.
On June 23, 2004, the Company, Jean Turner and Ron Way (Owners) entered into a mineral property lease with Right of First Refusal, for a period of ten years (or longer if still developing or in production), to develop the property known as the Upper Fox Creek mining lease, subject to a 3%

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In March 2005, the joint venture agreement was extended until March 5, 2007, subject to TSX approval. Other than the extension, all other terms remain the same. The Company authorized 100,000 common shares for issuance to Linux as consideration for the extension. TSX approval of the extension is dependent upon receipt of approval of disinterested shareholders. Approval was obtained at the Annual General Meeting on November 14, 2006. As of the date of this 20-F, the shares have not been issued pending TSX approval.

Morgan and Company replaced June Fitzmartyn, Chartered Accountant, as auditor of the Company who resigned as auditor on her own initiative due to changes in Canadian Public Accountability Board. The Board of Directors and Audit Committee of the Company have approved Morgan and Company as the new auditor.

D. EXCHANGE CONTROLS.

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export of capital affecting the remittance of interest, dividends or other payments to nonresident holders of the Registrant's shares. Any such remittances, however, are subject to withholding tax. See Item 10.E, "Taxation".

There are no limitations under the laws of Canada, the Province of British Columbia or in the charter or any other constituent documents of the Company on the right of foreigners to hold or vote the shares of the Company. However, under the provisions of the Investment Canada Act, when control of a Canadian business is acquired by a non- Canadian, the transaction may be reviewable in certain circumstances by Investment Canada, an agency of the federal government of Canada. Reviewable transactions are those in which a non-Canadian acquires the assets of a Canadian business or the voting shares of a Canadian corporation the value of which assets or shares exceeds $5 million (Canadian). Also, certain transactions are specifically exempted from review.

E. TAXATION.

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of our common stock for a shareholder of ours who is not a resident of Canada but is a resident of the U.S. and who will acquire and hold our common shares as capital property for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”). This summary does not apply to a shareholder who carries on business in Canada through a “permanent establishment” situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder’s holding in Teryl Resources Corp. is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices of Canada Customs & Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect. This discussion is general only and is not, nor is it intended to provide a detailed analysis of the income tax implications of any particular shareholder’s interest. Investors are advised to obtain independent advice from a shareholder’s own Canadian and U.S. tax advisors with respect to income tax implications pertinent to their particular circumstances.

The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended (the “Convention”).

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Dividends on Common Shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends paid or deemed to have been paid to him or her by a corporation resident in Canada. We are responsible for withholding of tax at the source. The Convention limits the rate to 15 percent if the shareholder is a resident of the U.S. and the dividends are beneficially owned by and paid to such shareholder, and to 5 percent if the shareholder is also a corporation that beneficially owns at least 10 percent of the voting stock of the payor corporation.

The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up or our stated capital had increased by reason of the payment of such dividend. We will furnish additional tax information to our shareholders in the event of such a dividend. Interest paid or deemed to be paid on our debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty.

The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and is exempt from income tax under the laws of the U.S.

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a share of our common stock is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. The capital gains net of losses included in income are as follows. For gains net of losses realized before February 28, 2000, as to 75%. For gains net of losses realized after February 27, 2000 and before October 18, 2000, as to 66 2/3%. For gains net of losses realized after October 17, 2000, as to 50%. There are special transitional rules to apply capital losses against capital gains that arose in different periods. The amount by which a shareholder’s capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of “taxable Canadian property.” Shares of our common stock will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series in our capital stock belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder and persons with whom the shareholder did not deal at arm’s length and in certain other circumstances.

The Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:

(a) the value of the shares is derived principally from “real property” in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production;

(b) the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada; or

(c) the shares formed part of the business property of a “permanent establishment” that the holder has or had in Canada within the 12 months preceding the disposition.

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F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENT BY EXPERTS.

Our financial statements included in this annual report for the years ended May 31, 2005 and 2004 were audited by Morgan and Company, Chartered Accountants as stated in their report appearing herein (which reports express an unqualified opinion), and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

H. DOCUMENTS ON DISPLAY.

Material contracts and publicly available corporate records may be viewed at our registered and records office located at Suite 240, 11780 Hammersmith Way, Richmond, British Columbia.

We filed a registration statement on Form 20-F filed the Securities and Exchange Commission in Washington, D.C. (Registration No. 000-30624) on December 29, 2000, which became effective February 27, 2001 The Registration Statement contains exhibits and schedules. Any statement in this annual report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to the Registration Statement, the contract or document is deemed to modify the description contained in this annual report. You must review the exhibits themselves for a complete description of the contract or documents.

Our registration statement and this annual report may be inspected and copied, including exhibits and schedules, and the reports and other information as filed with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934 at the public reference facilities maintained by the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, Room 1024, N.W., Washington, D.C. 20549. Copies of such material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at 100F Street, NE, Room 1580, Washington, D.C. 20549, at prescribed rates. Information may be obtained regarding the Washington D.C. Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330 or by contacting the Securities and Exchange Commission over the Internet at its website at http://www.sec.gov.

I. SUBSIDIARY INFORMATION.

We own interests in the following companies:

1.	a 100% interest in Argon Investment Corporation, a British Columbia company. Argon Investment Corporation holds 773 shares in the capital of KRS (1987) Financial Limited. Otherwise, the subsidiary is inactive;

2.	a 100% interest in Teryl, Inc., a Delaware company that owns and operates the Issuer’s Alaska mineral property interests and its interests in three oil and gas wells located in Texas; and

3.	a 40% interest in International Diamond Syndicate Ltd., a private company that owns a 16% interest in diamond claims covering 71,600 acres located in the Misty Lake area of the Northwest Territories.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109”. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements.

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FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

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We are a small business issuer as defined in Rule 405 of the Securities Act of 1933, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and therefore need not provide the information requested by this item.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.

A. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

None.

B. USE OF PROCEEDS.

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Based upon the evaluation of the effectiveness of the disclosure controls and procedures as of the end of the period covered by this registration statement, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, the disclosure controls and procedures were effective to ensure that material information relating to the Company was made known to others within the company particularly during the period in which this registration statement and accounts were being prepared, and such controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under regulatory rules and securities laws is recorded, processed, summarized and reported, within the time periods specified. Management recognizes that any controls and procedures can only provide reasonable assurance, and not absolute assurance, of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Controls over Financial Reporting.

There were no changes in our internal controls over financial reporting that occurred during the period covered by the registration statement that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

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ITEM 16. [Reserved]

ITEM 16A. Audit Committee Financial Expert

We do not currently have a financial expert in our audit committee due to our relatively small size. In 2005, we had no employees and we relied upon the services of a chartered accounting firm in Vancouver, BC, Canada, to prepare our interim unaudited quarterly consolidated financial statements. Also, we retained the audit services of Morgan and Company, Chartered Accountants to perform the audit on our year-end consolidated financial statements.

Moreover, the audit committee is comprised of seasoned business professionals, whereby the members have over 25 years of experience in the investment business and are board members of several corporations.

On these bases, we believe that the audit committee has adequate resources available to it when financial expertise and advice are necessary.

ITEM 16B. Code of Ethics

We have not adopted a formal written code of ethics given our relatively small size, whereby we had no employees in 2005.

Directors are subject to the laws of the Province of British Columbia, Canada, whereby they are required to act honestly, in good faith and in the best interests of the Company.

ITEM 16C. Principal Accountant Fees and Services

The following table discloses accounting fees and services of the Registrant:

(Stated in terms of Canadian dollars)

	2005	2004
Type of Services Rendered	Fiscal Year	Fiscal Year


(a) Audit Fees	$19,500	$2,200

(b) Audit-Related Fees	$16,725	$13,625

(c) Tax Fees	$1,800	$3,200

(d) All Other Fees	$2,025	$1,175

ITEM 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

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ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

Our financial statements are stated in Canadian Dollars and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in our case, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.

Independent Auditors’ Report dated September 26, 2005

Consolidated Balance Sheets at May 31, 2005 and 2004

Consolidated Statement of Income and Expenses for the years ended May 31, 2005, 2004 and 2003

Consolidated Statements of Operations and Deficit for the years ended May 31, 2005, 2004 and 2003

Consolidated Statement of Deferred Exploration and Development Expenditures for the years ended May 31, 2005, 2004 and 2003

Consolidated Statements of Cash Flows for the years ended May 31, 2005, 2004 and 2003

Notes to the Consolidated Financial Statements for the years ended May 31, 2005, 2004 and 2003

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TERYL RESOURCES CORP.

CONSOLIDATED FINANCIAL STATEMENTS

AS AT MAY 31, 2005 AND 2004

AUDITORS' REPORT

To the Shareholders of
Teryl Resources Corp.

We have audited the consolidated balance sheets of Teryl Resources Corp. as at May 31, 2005 and 2004, and the consolidated statements of operations, deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the 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 May 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

Vancouver, B.C.	“Morgan & Company”

September 26, 2005	Chartered Accountants

TERYL RESOURCES CORP.

CONSOLIDATED BALANCE SHEETS

AS AT MAY 31, 2005 AND 2004

	2005		2004
	$		$
ASSETS
Current Assets:
Cash	318,287		370,558
Amounts receivable	19,589		7,499
Prepaid expenses	56,860		33,157
	394,736		411,214
Advances to Related Companies (Note 3)	25,599		16,559
Investments (Note 4)	4,026		4,026
Equipment (Note 5)	22,890		13,470
Mineral Property Interests (Note 7)	219,397		196,795
Deferred Expenditures:
Exploration and development (Note 7)	2,743,061		2,502,057
	3,409,709		3,144,121
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	30,530		48,773
Income taxes payable	688		747
Debenture payable (Note 9)	150,000		150,000
Advances from related companies (Note 10)	75,058		208,221
	256,276		407,741
Contingencies and Commitments (Note 11)
SHAREHOLDERS' EQUITY
Share Capital: (Note 12)
Issued	9,944,335		9,018,122
Subscriptions Received (Note 14)	69,972		69,972
Contributed Surplus	175,935		169,355
Deficit	(7,036,809	)	(6,521,069	)
	3,153,433		2,736,380
	3,409,709		3,144,121

Approved by the Directors:

J. ROBERTSON J. Robertson

J. LORETTE J. Lorette

TERYL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MAY 31, 2005, 2004 AND 2003

	2005		2004		2003
	$		$		$
Mineral Claim Operations:
Revenue	-		-		-
Expenses:
Exploration and development written off on inactive claims	2,019		2,152		2,152

Net Income (Loss) from Mineral Claim Operations	(2,019	)	(2,152	)	(2,152	)
Oil and Gas Operations:
Revenue	28,307		21,037		24,255
Expenses:
Operating expenses	(30,937	)	(7,118	)	8,823
Net Income (Loss) from Oil and Gas Operations	(2,630	)	13,919		15,432
Net Operating Income (Loss)	(4,649	)	11,767		13,280
Other Expenses:
Administration expenditures (Schedule A)	511,091		777,275		337,092
Accounts receivable written off	-		26,268		-
	511,091		803,543		337,092

Net Income (Loss) for the Year	(515,740	)	(791,776	)	(323,812	)

EARNINGS (LOSS) PER SHARE - Basic and diluted	(0.01	)	(0.03	)	(0.01	)

Weighted Average number of Common shares outstanding:
Basic and diluted	34,436,365		28,925,934		23,939,714

CONSOLIDATED STATEMENT OF DEFICIT

Deficit at Beginning of Year	(6,521,069	)	(5,729,293	)	(5,405,481	)

Add: Net Income (Loss) for the Year	(515,740	)	(791,776	)	(323,812	)

Deficit at End of Year	(7,036,809	)	(6,521,069	)	(5,729,293	)

TERYL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MAY 31, 2005, 2004 AND 2003

	2005		2004		2003
	$		$		$

Operating Activities:
Revenue receipts for the year	22,706		22,764		22,915
Receipt of interest income	2,620		2,625		49
Refunds of goods and services sales taxes	18,634		16,634		10,824
Decrease in estimated liability for taxes	(59	)	(3	)	(112	)
Payment of interest on debenture	(15,000	)	(15,000	)	(15,000	)
Payments to suppliers for goods and services	(558,329	)	(1,194,829	)	(361,193	)
Cash Used by Operating Activities	(529,428	)	(1,167,809	)	(342,517	)

Financing Activities:
Share Capital Issued for Cash (Note 12)	913,013		2,446,687		260,948
Related party advances (repayments) (Notes 3 & 10)	(142,203	)	(170,922	)	260,318
Cash Provided by Financing Activities	770,810		2,275,765		521,266

Investing Activities:
Purchase of mineral property interests	(22,602	)	(20,645	)	-
Purchase of office and automotive equipment	(17,084	)	(11,730	)	-
Exploration and development payments	(253,967	)	(654,642	)	(222,290	)
Cash Used by Investing Activities	(293,653	)	(687,017	)	(222,290	)

Increase (Decrease) in Cash for the Year	(52,271	)	420,939		(43,541	)

Cash (Deficiency) at Beginning of Year	370,558		(50,381	)	(6,840	)

Cash at End of Year	318,287		370,558		(50,381	)

Supplemental Disclosure of Non-Cash Financing Activities:
During the year ended May 31, 2004, the Company issued 201,600 common shares in settlement of debt totalling $ 70,560 and issued 814,000 common shares for amounts owing to related parties totalling $ 203,500.

TERYL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS AT MAY 31, 2005 AND 2004

1.	SIGNIFICANT CANADIAN ACCOUNTING POLICIES:

	[a]	Nature of Operations and Going Concern:

		The Company makes expenditures on acquiring mineral properties and carries out exploration and development work. It also acquires oil and gas property interests and participates in drilling wells. The recoverability of amounts shown for investments, mineral properties, interest in oil and gas properties and the related deferred expenditures is dependent upon the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete the development, the profitability of future production or the ability of the Company to dispose of those assets on a profitable basis. The Company's ongoing operation is dependent upon cash flow from successful operations and equity financing. The Company has incurred a loss of $ 515,740 in the year ended May 31, 2005 (2004 - $ 791,776). These financial statements do not include adjustments that would be necessary should it be determined that the Company may be unable to continue as a going concern.

	[b]	Equipment:

		The Company records its office and automotive equipment at cost and depreciates them on the declining- balance basis over the estimated useful lives at the following rates:

Office equipment	20% per annum
Automotive equipment	30% per annum

	[c]	Accounting for Oil and Gas Well Interests:

		The Company capitalizes the drilling and equipment costs of its interest in specific wells, which are to be amortized or written off as follows:

	( i)	If wells are productive and connected to gathering systems - wells are depreciated on the straight-line basis over their estimated productive life of seven years, from date production begins.
	(ii)	If wells are believed to be productive but not connected to gathering systems (shut-in) - wells are deemed to produce for two months a year and depreciated on that basis.
	(iii)	If wells are, or are believed to become, non-productive - costs are charged to expense.

	[d]	Accounting for Mineral Property Interests:

		The Company capitalizes its acquisition costs of mineral properties (including finders fees) and the related exploration and development expenditures by claim groups, or its share of costs on joint ventures, which are to be amortized as follows:

	( i)	If property sold outright - costs written off entirely against proceeds.
	(ii)	If property sold under option-type agreement - on basis of cash or shares received over total undiscounted amount to be received under agreement, exclusive of royalties or net profit participation.
	(iii)	If property brought into production - on basis of units of production over total estimated reserves recoverable.
	(iv)	If property retained, but has no proven economic reserves and is not currently being explored or developed by the Company or joint venture partner - costs written down to a nominal value.
	(v)	If property abandoned - costs written off entirely.

	[e]	Accounting for Administration Expenditures:

		The Company expenses its administration expenditures in the current year, except for items directly attributable to mineral properties.

. . . 2

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 2
As At May 31, 2005 and 2004

1.	SIGNIFICANT ACCOUNTING POLICIES (Continued):

	[f]	Revenue and Property Costs:
		These statements reflect only Teryl's share of oil and gas revenue and expenses, although operations are conducted jointly with several parties. These statements reflect only Teryl's share of acquisition costs and expenditures on mineral property interests operated jointly with other parties.

	[ g]	Foreign Exchange Translations:
		The Company converts its current assets and liabilities and future payments receivable at current exchange rates, its non-current assets and liabilities at rates in effect on transaction dates, and its income and expenses at average rates of exchange for the period. Gains or losses on the transactions are reflected as administration expense.
	[ h]	Investments:
		The Company's investments are recorded at cost. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.
	[ I]	Financial Instruments:
		The carrying value of financial instruments not otherwise disclosed separately in the financial statements, approximate their fair values. Those financial instruments include cash, accounts and advances receivable, accounts payable and amounts due to related parties, and their fair values approximate their carrying values, since they are short term in nature and are receivable or payable on demand.
	[ j]	Use of Estimates:
		The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Actual results may differ from those estimates.
	[ k]	Income Taxes:
		The Company uses the liability method of accounting for future income taxes whereby future income taxes assets and liabilities are computed based on the differences between the carrying amount of assets and liabilities on the balance sheet, and their corresponding tax values using the currently enacted or substantially enacted, income tax rates expected to apply when these differences reverse. Future income tax assets also result from unused loss carry forwards and other deductions. The valuation of future income tax assets is reviewed annually and adjusted, if necessary, by the use of a valuation allowance which is recorded against any future income tax asset if it is more likely that not that the asset will not be realized.
	[ l]	Earnings Per Share:
		Basic and diluted loss per share amounts are computed using the weighted average number of common shares outstanding during the year. The Company calculates earnings per share using a new standard, the treasury stock method. Under the treasury stock method, only instruments with exercise amounts less than the market prices impact the diluted calculations. In computing diluted loss per share, no shares were added to the weighted average number of common shares outstanding during the years ended May 31, 2005 and 2004 for the dilutive effect of employee stock options and warrants, as they were all anti-dilutive. No adjustments were required to reported loss from operations in computing diluted per share amounts.

. . . 3

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 3
As At May 31, 2005 and 2004

1.	SIGNIFICANT ACCOUNTING POLICIES (Continued):

	[ m]	Stock Based Compensation:
		The Company follows the recommendations of CICA Handbook Section 3870 – “Stock Based Compensation and Other Stock Based Payments” to account for stock based transactions with officers, directors, and outside consultants. Accordingly, the fair value of stock options is charged to operations, with an offsetting credit to contributed surplus. The fair value of stock options, which vest immediately, is recorded at the date of grant; the fair value of options, which vest in the future, is recognized on a straight-line basis over the vesting period. Any consideration received on exercise of stock options together with the related portion of contributed surplus is credited to share capital.
	[ n]	Asset Impairment:
		On an annual basis or when impairment indicators arise, the Company evaluates the future recoverability of its mineral and oil and gas property costs. Impairment losses or write downs are recorded in the event the net book value of such assets exceeds the estimated indicated future cash flows attributable to such assets.
	[ o]	Asset Retirement Obligations:
		Effective June 1, 2004, the Company retroactively adopted the recommendations in CICA Handbook Section 3110 – “Asset Retirement Obligations” with respect to asset retirement obligations. Under Section 3110, legal obligations associated with the retirement of tangible long-lived assets are recorded as liabilities. The liabilities are calculated using the net present value of the cash flows required to settle the obligation. A corresponding amount was capitalized to the related asset. Asset retirement costs are charged to earnings in a manner consistent with the depreciation, depletion and amortization of the underlying asset. The liabilities are subject to accretion over time for changes in the fair value of the liability through charges to accretion which is included in cost of sales and operating expenses. It is possible that the Company’s estimates of its ultimate asset retirement obligations could change as a result of changes in regulations, the extent of environmental remediation required, the means of reclamation or of cost estimates. Changes in estimates are accounted for prospectively from the period the estimate is revised.
	[ p]	Comparative Figures:
		Certain of the comparative figures have been reclassified to conform with the current year’s presentation.

2.	BASIS OF PRESENTATION:

	These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Argon Investment Corporation (inactive) and Teryl, Inc. Teryl, Inc. was incorporated on November 17, 1988, in the State of Delaware and registered to do business in the USA, to hold and operate the Alaska mineral property inter- ests and Texas oil and gas well interests. In April, 1998, Teryl, Inc. reorganized and increased its authorized share capital from 1,000 common shares to 100,000,000 common shares, in preparation for taking the company public. Teryl Resources Corp. was issued 6,500,000 shares of Teryl, Inc. and owns 100% of the issued shares at May 31, 2005. See Note 14 for Teryl, Inc. transactions.

. . . 4

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 4
As At May 31, 2005 and 2004

3.	ADVANCES TO RELATED COMPANIES consist of the following:

	2005	2004
Access Information Systems	70	-
Information Highway.com Inc.	818	818
KLR Petroleum Inc.	8,810	-
Reg Technologies Inc.	-	1,300
REGI US, Inc.	1,420	14,440
SMR Investments Ltd.	14,480	-
International Diamond Syndicate Ltd. (See Note 4)	1	1
	25,599	16,559

	The advances to related companies bear no interest and have no fixed repayment terms.

4.	INVESTMENTS consist of:

	International Diamond Syndicate Ltd. (IDS) is a private company having no quoted market, in which Teryl Resources owns 40% of the issued shares. At May 31, 2000, the investment and advances to IDS were written down to $ 1 each as IDS’ property has no proven economic reserves.

	Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) is a public company listed on US Stock Exchanges having a market value of $ 2,492 Cdn. at May 31, 2005 (2004 - $ 4,545).

	2005		2004
International Diamond Syndicate Ltd.:
40 shares acquired June 24, 1993	1		1
Linux Gold Corp. :
120,000 shares acquired March 4, 1986	30,500		30,500
24,780 shares acquired February 28, 1993	6,195		6,195
(128,900) shares sold in 2000	(32,670	)	(32,670	)
15,880	4,025		4,025
	4,026		4,026

5.	EQUIPMENT consists of:
	Furniture and fixtures - at cost	48,215		46,662
	Less: Accumulated amortization	(36,197	)	(33,192	)
		12,018		13,470
	Automotive equipment - at cost	15,531		-
	Less: Accumulated amortization	(4,659	)	-
		10,872		-
		22,890		13,470

6.	OIL AND GAS WELL INTERESTS:

	The Company owns 6.5% working interest (4.680% net revenue interest) in the Peters No. 1 Well, in Fayette County, Texas, and a 7.5% working interest (5.79375% net revenue interest) in each of the C-S #1, Jancik #2 and Herrmann #4 wells, located in Burleson County, Texas. The carried cost of these wells has been completely depleted.

. . . 5

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 5
As At May 31, 2005 and 2004

7.	MINERAL PROPERTY INTERESTS consist of the following:

				Acquisition Cost
Claim Group	Region	Interest	Ref.	2005	2004
Silverknife	Liard, BC	26.7 %	A	1	1
Fish Creek	Fairbanks, Alaska	0-45 %	B	33,538	33,538
Anderson Group	Fairbanks, Alaska	95 %	C	15,878	6,559
Fox Creek	Fairbanks, Alaska	0-97 %	D	13,283	-
West Ridge	Dome Creek, Alaska	100 %	E	116,189	116,189
Gil Venture	Dome Creek, Alaska	20 %	F	31,127	31,127
Stepovich Lease	Dome Creek, Alaska	10 %	G	9,381	9,381

				219,397	196,795

A.	SILVERKNIFE:

	Pursuant to agreements between Reg Technologies Inc., SMR Investments Ltd., Rapitan Resources Inc., and Chevron Minerals Ltd., the Company acquired a 30% working interest in the Silverknife mineral claims, situate in the Liard Mining Division in the Province of British Columbia, subject to a 10% Net Profit Royalty to Rapitan and a 1% Net Smelter Returns to SMR. Acquisition costs have been written down to $ 1 and exploration and development expenditures have been written off entirely, since the claims are not currently being explored and have no proven economic reserves.

B.	FISH CREEK:

	On March 5, 2002, the Company and Linux Gold Corp. entered into an agreement whereby the Company may earn up to a 50% interest in the Fish Creek mineral claims located in the Fairbanks district of Alaska, USA by expending $ 500,000 US within three years and issuing 200,000 common shares (issued December 16, 2002 for a deemed value of $ 16,000. Linux will have a 5% net royalty interest until the Company pays $ 2,000,000 US. The agreement was extended to expire on March 5, 2007. The Company authorized 100,000 common shares for issuance to Linux as consideration for the extension.

C.	ANDERSON GROUP (2ND TIER):

	Pursuant to a purchase agreement dated August 18, 2003, the Company agreed to pay Michael D. Roberts $ 15,878 ($ 12,500 US), with an additional $ 135,000 US owing in the next two years, for a 100% interest (subject to a 5% net profit interest) for 70.785 acres located in the Fairbanks Mining district of Alaska, USA, known as Anderson Group 2nd Tier R.L. of Dome Creek.

D.	FOX CREEK:

	On June 23, 2004, the Company, Jean Turner and Ron Way (Owners) entered into a mineral property lease with Right of First Refusal, for a period of ten years (or longer if still developing or in production), to develop the property known as the Upper Fox Creek mining lease, subject to a 3% Net Smelter Return, for payments of $ 10,000 US per year. $ 13,283 ($10,000 US) has been paid during the 2005 year. The Company may purchase the production royalty for $ 1,000,000 US before production or $ 1,500,000 US after production.

E.	WEST RIDGE:

	Pursuant to various agreements the Company earned a 100% interest in the West Ridge (48 claims) mineral properties (approximately 5,200 acres) located in the Dome Creek area of the Fairbanks District of Alaska, USA. Teryl, Inc. has been conducting a geophysical survey over the past three years.

. . . 6

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 6
As At May 31, 2005 and 2004

7.	MINERAL PROPERTY INTERESTS (Continued):

	F.	GIL VENTURE:

		Pursuant to various agreements the Company acquired a 50% interest in 237 claims located in the Gilmore Dome area of Fairbanks District of Alaska. On May 31, 1991, the Company, NERCO Exploration Company and Fort Knox Venture entered into an agreement which granted the Company a 20% participating interest in the claims, valued at $ 150,000 US ($ 171,720 Cdn). Under the agreement Fort Knox Venture paid the Company a total of $ 143,500 US and contributed $ 600,000 US to fund approved programs and budgets earning them an 80% participating interest in the property with the Company, Inc. retaining a 20% participating interest. Fort Knox Venture through its operator Fairbanks Gold, has been doing exploration and development work on this property during the 2004 and 2005 years and hopes to go into production in the next few years. This has resulted in the Company, Inc. being required to pay its 20% share of expenses, which amounted to $ 126,925 ($ 104,824 US) in the May, 2005 year and $ 303,892 ($ 226,916 US) in the May, 2004 year. Further cash calls are expected in the 2006 year.

	G.	STEPOVICH LEASE:

		On May 29, 1992, the Company granted to Fort Knox Venture all of their interest in the Stepovich lease, except for a 10% Net Profit Interest. Fort Knox Venture assumed all of the Company's liabilities and obligations under the Stepovich lease.

SUMMARY OF MINING PROPERTIES:
	Balance	Changes	Balance	Changes	Balance
PROPERTY COSTS:	May 31/03	2004	May 31/04	2005	May 31/05
Silverknife	1	-	1	-	1
Fish Creek	19,452	14,086	33,538	-	33,538
Anderson Group - 2nd Tier	-	6,559	6,559	9,319	15,878
Fox Creek	-	-	-	13,283	13,283
West Ridge	116,189	-	116,189	-	116,189
Gil Venture	31,127	-	31,127	-	31,127
Stepovich Lease	9,381	-	9,381	-	9,381
	176,150	20,645	196,795	22,602	219,397

DEFERRED EXPLORATION AND DEVELOPMENT:
West Ridge	269,162	307,866	577,028	42,814	619,842
Gil Venture	1,531,809	305,267	1,837,076	127,862	1,964,938
Stepovich Lease	1,001	-	1,001	-	1,001
Fish Creek	47,595	39,357	86,952	35,515	122,467
Fox Creek	-	-	-	34,813	34,813
	1,849,567	652,490	2,502,057	241,004	2,743,061

. . . 7

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 7
As At May 31, 2005 and 2004

8.	INCOME TAXES:

	The Company has available losses of $ 2,232,900, which may be offset against future Canadian taxable income. These losses expire as follows:

Year ending May 31, 2006	$	151,200
Year ending May 31, 2007		77,600
Year ending May 31, 2008		227,300
Year ending May 31, 2009		10,200
Year ending May 31, 2010		72,200
Year ending May 31, 2011		380,400
Year ending May 31, 2014		811,300
Year ending May 31, 2015		502,700
	$	2,232,900

	The Company has provided a full valuation allowance against any future tax asset arising from losses carried forward as it is considered less than likely that any benefit will be realized. The Company has Canadian and foreign exploration and development expenditures of $ 1,544,788 available to reduce future taxable income from mineral properties.

9.	DEBENTURE PAYABLE:

	Pursuant to various agreements, the Company agreed to issue a convertible debenture for $ 150,000 to Keltic Bryce Enterprises Inc., subject to regulatory approval. The original agreement dated September 1, 1991 was approved. However, an amendment requested by Keltic Bryce, which resulted in the withdrawal of the original agreement, increasing the number of units and decreasing the share and warrant prices, did not subsequently receive approval and the debenture is not convertible under existing regulatory policy. Interest of $ 13,260 was accrued to May 31, 2005 (2004 - $ 13,563). Teryl paid Keltic Bryce $ 15,000 interest on November 15, 2004.

	The Company and Keltic Bryce Enterprises Inc. are negotiating a Settlement Agreement to repay Keltic Bryce the $ 150,000 loan and all accrued interest as full settlement of the Debenture. As at May 31, 2005, no agreement has been reached.

10.	ADVANCES FROM RELATED COMPANIES consist of:	2005	2004
	Linux Gold, Inc.	23,371	-
	JGR Petroleum Inc.	22,584	-
	Rainbow Network	22,946	55,611
	Reg Technologies Inc.	6,157	-
	SMR Investments Ltd.	-	152,610
		75,058	208,221

The advances from related companies bear no interest and have no fixed repayment terms.

. . . 8

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 8
As At May 31, 2005 and 2004

11.	CONTINGENCIES AND COMMITMENTS:

	See Note 12 below for "Outstanding Commitments to Issue Shares".

12.	SHARE CAPITAL:

	Authorized Share Capital consists of:

	Common Shares - voting No Par Value		100,000,000

	Preferred Shares - non-voting $ 1 Par Value		5,000,000

			105,000,000

Issued Share Capital - Common - consists of the following:

		No. of
FOR CASH:	Ref.	Shares	Price	Amount

Total Issued for Cash at May 31, 2003		20,638,024		5,323,236
Shares issued in May 31, 2004 Year:
Stock options exercised	A	247,500	0.15	37,125
Private placement	B	2,000,000	0.25	495,887
Private placement warrants exercised	C	250,000	0.12	30,000
Stock option exercised	D	50,000	0.40	20,000
Private placement	E	3,000,000	0.35	1,026,375
Private placement warrants exercised	F	193,500	0.30	58,050
Private placement	G	2,000,000	0.50	982,750
		7,741,000		2,650,187
Total Issued for Cash at May 31, 2004
		28,379,024		7,973,423
Shares issued in May 31, 2005 Year:
Private placement warrants exercised	H	622,000	0.30	186,600
Private placement warrants exercised	I	975,000	0.15	146,250
Private placement	J	2,000,000	0.30	593,363
		3,597,000		926,213
Total Issued for Cash at May 31, 2005		31,976,024		8,899,636

. . . 9

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 9
As At May 31, 2005 and 2004

12.	SHARE CAPITAL (Continued):

FOR MINERAL PROPERTY INTERESTS:
Total Issued to May 31, 2004 and 2005		2,697,359		620,659
FOR DEBT, EXTENSIONS AND ACQUISITION:
Total Issued for Debt, Extensions and Acquisition :
to May 31, 2003		1,902,705		353,480
Shares issued in May 31, 2004 Year:
Private placement - Debt settlement	K	201,600	0.35	70,560
Total Issued to May 31, 2004 and 2005		2,104,305		424,040

TOTAL SHARES ISSUED AT MAY 31, 2005		36,777,688		9,944,335

	A.	On June 23, 2003, a Stock Option for 10,000 shares and on November 28, December 4, 2003 and February 24, 2004 three Stock Options for 237,500 shares, were exercised at $ 0.15 per share to net the treasury $ 37,125.
	B.	On August 26, 2003, the Company issued 2,000,000 units of capital stock pursuant to a Private Placement with 27 placees at a price of $ 0.25 per unit ($ 500,000 less issue costs of $ 4,113) to net the treasury $ 495,887. Each unit consists of one share and one-half share purchase warrant exercisable in the first year for $ 0.30 and $ 0.40 in the second year, per share.
	C.	On October 20, 2003, a Private placement warrants for a total of 250,000 shares at $ 0.12 per share to net the treasury $ 30,000.
	D.	On November 21, 2003, 50,000 shares at $ 0.40 per share were issued for exercised stock options.
	E.	On November 24, 2003, the Company issued 3,000,000 units of capital stock pursuant to a Private Placement with 50 placees at a price of $ 0.35 per unit ($ 1,050,000 less issue costs of $ 23,625) to net the treasury $ 1,026,375. Each unit consists of one share and one-half share purchase warrant exercisable within one year for $ 0.50 per share.
	F.	In December, 2003 and January, March and April, 2004, private placement warrants totaling 193,500 shares at $ 0.30 per share were exercised.
	G.	On April 26, 2004, the Company issued a Private Placement with 27 placees for 2,000,000 units at $ 0.50 per unit to net the treasury $ 982,750 ($ 1,000,000 less issue costs of $ 17,250). Each unit consists of one share and one share purchase warrant for one additional share exercisable within eighteen months for a price of $ 0.60 per share.
	H.	During the August 31, 2004 quarter, 10 individuals exercised private placement warrants totalling 622,000 shares at a price of $ 0.30 per share to net the treasury $ 186,600.
	I.	During the November 30, 2004 quarter, 3 individuals exercised private placement warrants totalling 975,000 shares at a price of $ 0.15 per share to net the treasury $ 146,250.
	J.	On May 18,2005, the Company issued 2,000,000 units of capital stock pursuant to a Private Placement with 42 placees at a price of $ 0.30 per unit ($ 600,000 less issue costs of $ 6,637) to net the treasury $ 593,363. Each unit consists of one share and one-half share purchase warrant exercisable within one year for $ 0.35 per share.
	K.	On March 9, 2004, the Company issued 201,600 shares at $0.35 per share for settlement of debt of $ 70,560.

. . . 10

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 10
As At May 31, 2005 and 2004

12.	SHARE CAPITAL (Continued):

	During the year ended May 31, 2004, the Company issued stock options to two consultants, for 150,000 common shares at $ 0.40 and 300,000 common shares at $ 0.45 respectively, and to one employee for 50,000 common shares at $ 0.63, exercisable within a five year period. In November, 2004, the Company cancelled two employee stock options, one for 50,000 common shares at $ 0.40 expiring March 4, 2008, and the other for 25,000 common shares at $ 0.15 expiring April 22, 2007.

	On October 19, 2004, the Company granted a consultant a stock option for up to 25,000 common shares exercisable at $ 0.45 per share for a five year term.

	Stock Based Compensation Expense:

	The fair value of each option granted is estimated on the grant date using the Black-Scholes option-pricing model assuming no dividend yield and the following weighted average assumption for options granted: expected volatility of 158% (2004 - 158%), weighted average risk free interest rate of 4.56% (2004 - 4.56%) and expected life of 2 years (2004 - 2 years).

	Outstanding Commitments to Issue Shares:

	At May 31, 2005, the following commitments to issue shares were outstanding:

	No. of		Expiry
Type of Commitment	Shares	Price	Date
Private placement warrants (Note 12B)	184,500	0.40	Aug. 26/05
Private placement warrants (Note 12G)	2,000,000	0.60	Oct. 26/05
Private placement warrants (Note 12J)	1,000,000	0.35	May 18/06
Consultants option	350,000	0.40	Feb. 19/06
Directors option	990,000	0.15	Apr. 22/07
Senior officers options	600,000	0.15	Apr. 22/07
Consultants option	50,000	0.40	Dec. 16/07
Consultants option	75,000	0.40	Mar. 4/08
Consultants option	150,000	0.40	Oct. 20/08
Consultants option	300,000	0.45	Nov. 14/08
Employees option	50,000	0.35	Mar. 5/09
Consultants option	25,000	0.45	Oct. 19/09
	5,774,500

. . . 11

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 11
As At May 31, 2005 and 2004

12.	SHARE CAPITAL (Continued):

	During the year ended May 31, 2005, the Company had the following stock option activity:

			Weighted
	Number		Average
	Of		Exercise
	Options		Price
Balance outstanding, May 31, 2003	2,437,500		$ 0.21
Granted	500,000		0.45
Exercised	(297,500	)	0.19
Cancelled	(75,000	)	0.32
Balance outstanding, May 31, 2004	2,565,000		0.26
Granted	25,000		0.45
Exercised	-		-
Cancelled	-		-

Balance outstanding, May 31, 2005	2,590,000		$ 0.27

The following table summarizes information about the stock options outstanding at May 31, 2005:

	Number	Weighted Ave.	Number
	Of	Remaining	Of
Exercise	Options	Contractual	Options
Price	Outstanding	Life (Years)	Exercisable
$ 0.15	1,590,000	1.89	1,590,000
0.40	625,000	1.80	625,000
0.45	325,000	3.46	318,750
0.35	50,000	3.76	50,000
$ 0.27	2,590,000	2.38	2,583,750

13.	RELATED PARTY TRANSACTIONS:

	Related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Related party transactions not disclosed elsewhere in these financial statements are as follows:

	Reg Technologies Inc. is a public company which shares office facilities and staff, several directors and participates in Joint Ventures with the Company. REGI US Inc. is another company with common directors, staff and office facilities.

	SMR Investments Ltd., a private company controlled by an officer of the Company who has significant influence on its affairs. Under a management contract with SMR Investments Ltd., the Company agreed to pay up to $ 2,500 per month for management services. The Company was charged management fees of $30,000 by SMR during the current year (2004 - $ 17,500).

	The Company holds 15,880 shares of Linux Gold, Inc., a US public company controlled by an officer of the Company, as described in Note 4.

. . . 12

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 12
As At May 31, 2005 and 2004

13.	RELATED PARTY TRANSACTIONS (Continued):

	During the 2005 fiscal year, directors fees of $ 12,000 (2004 - $12,000) were paid to J. Robertson, President of the Company; administration consulting fees of $ 25,750 (2004 - $ 24,375) were paid to Lorette Enterprises and/or J. Lorette, Vice-President of the company and secretarial fees of $ 23,500 (2004 - $ 20,874) were paid to M. van Oord, a director of the company.

	Fees of $ 9,019 (2004 - $1,646) were paid to KLR Petroleum Ltd. (which is controlled by an officer of the Company who has significant influence on their affairs) for administration of the Company’s payroll and benefit plan.

	Office rent amounted to $ 16,680 for the year ended May 31, 2005 (2004 - $ 15,600) of which $11,120 (2004 - $ 10,400) has been shared with Reg Technologies Inc. and REGI US Inc.

14.	TERYL, INC. TRANSACTIONS (100% US Subsidiary):

	In April, 1998, Teryl, Inc. reorganized and increased its authorized share capital from 1,000 common shares to 100,000,000 common shares, in preparation for taking the company public on US exchanges. Teryl Resources Corp. was issued 6,500,000 shares of Teryl, Inc. and holds 100% of the shares at May 31, 2005.

	In 1998, Teryl, Inc. offered a private placement for up to 1,000,000 shares at a price of $ 0.15 US and subscriptions of $ 146,044 ($ 96,750 US) were received by November 19, 1999. Since the offering was not fully subscribed, the Companies negotiated with the subscribers to replace the Teryl, Inc. shares with Teryl Resources Corp. shares. $ 76,073 ($ 51,750 US) worth of capital stock was issued on May 23, 2003 for these subscriptions. One subscriber did not return the agreement and negotiations are proceeding to resolve this.

15.	DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

	These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). Material variations in the accounting measurement principles, practices and methods used in preparing these consolidated financial statements from measurement principles, practices and methods accepted in the United States (“US GAAP”) are described and quantified below.

	Mineral Properties and Deferred Exploration Costs

	Under Canadian GAAP, mineral property interests and deferred exploration costs, including acquisition and exploration costs, are carried at cost and written down if the properties are abandoned, sold or if management determines there to be an impairment in value. Under United States GAAP, mineral property interests are carried at cost and deferred exploration costs are expensed as incurred.

	Asset Retirement Obligations

	Under US GAAP, Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”) requires companies to record the fair value of the liability for closure and removal costs associated with legal obligations upon the retirement or removal of any tangible long-lived assets effective June 1, 2003. Under this standard, the initial recognition of the liability is capitalized as part of the asset cost and amortized over its estimated useful life. For Canadian GAAP purposes, effective June 1, 2004, the Company adopted the provisions of CICA HB 3110 “Asset Retirement Obligations” which are substantially similar to those of SFAS 143.

	The Company has determined that there were no material differences in the measurement and presentation of asset retirement obligations between Canadian GAAP and US GAAP as at May 31, 2005, 2004 and 2003.

. . . 13

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 13
As At May 31, 2005 and 2004

15.	DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

	Stock-Based Compensation

	Under US GAAP, Statement of Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) encourages companies to establish a fair market value based method of accounting for stock-based compensation plans. Accounting Principles Board Opinion No. 25 (“APB 25”) permits the measurement of compensation cost for stock options as the excess, if any, of the quoted market price of the Company’s stock at the date of grant over the option price. The Company has chosen to account for stock-based compensation under SFAS 123.

	The Company has a stock-based compensation plan which is described in note 12. The Company accounts for stock-based compensation, including stock options and warrants, using the fair value based method, as prescribed by CICA HB 3870 “Stock-based Compensation and Other Stock-Based Payments” to account for stock based transactions with officers, directors and consultants. Under this method, the fair value of the stock options and warrants at the date of grant is amortized over the vesting period, with an offsetting credit recorded as an increase in contributed surplus. If the stock options or warrants are exercised, the proceeds are credited to share capital and the fair value at the date of the grant is reclassified from contributed surplus to share capital. Accordingly, there were no material differences between Canadian GAAP and US GAAP for the years ended May 31, 2005, 2004 and 2003.

	Marketable Securities

	Under Canadian GAAP, short-term marketable securities are carried at the lower of aggregate cost or current market value, with any unrealized loss included in the statements of operations. Long-term investments are carried on the cost or equity basis and are only written down when there is evidence of a decline in value that is other than temporary.

	Under US GAAP, Statement of Financial Accounting Standard No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (SFAS 115”) requires that certain equity investments must be classified into available-for-sale securities and carried at fair market value. Any unrealized holding gains or losses are reported as a separate component of shareholders’ equity until realized for available-for-sale securities, and included in earnings for trading securities. Under US GAAP, the Company’s investments are classified as available-for-sale securities.

	Recent Accounting Pronouncements

	In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3 ”. SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS No. 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period- specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after June 1, 2006. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

. . . 14

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 14
As At May 31, 2005 and 2004

15.	DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

	In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets - An Amendment of APB Opinion No. 29 ”. The guidance in APB Opinion No. 29, “Accounting for Non- monetary Transactions”, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non- monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 1, 2006. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

	The FASB has also issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments” and SFAS No. 156 “Accounting for Servicing of Financial Assets”, but they will not have any relationship to the operations of the Company. Therefore, a description and its impact for each on the Company’s operations and financial position have not been disclosed.

The impact of the differences between Canadian GAAP and US GAAP on the consolidated balance sheets would be as follows:

				2005
		BALANCE					BALANCE
		CANADIAN					US
		GAAP		ADJUSTMENTS			GAAP

Current Assets	$	420,335	$	-		$	420,335
Investments		4,026		(1,534	)		2,492
Equipment		22,890		-			22,890
Mineral property interests		219,397		-			219,397
Deferred expenditures		2,743,061		(2,743,061	)		-

	$	3,409,709	$	(2,744,595	)	$	665,114

Current liabilities	$	256,276	$	-		$	256,276
Shareholders’ equity		3,153,433		(2,744,595	)		408,838

	$	3,409,709	$	(2,744,595	)	$	665,114

. . . 15

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 15
As At May 31, 2005 and 2004

15.	DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

				2004
		BALANCE					BALANCE
		CANADIAN					US
		GAAP		ADJUSTMENTS			GAAP

Current Assets	$	427,773	$	-		$	427,773
Investments		4,026		519			4,545
Equipment		13,470		-			13,470
Mineral property interests		196,795		-			196,795
Deferred expenditures		2,502,057		(2,502,057	)		-

	$	3,144,121	$	(2,501,538	)	$	642,583

Current liabilities	$	407,741	$	-		$	407,741
Shareholders’ equity		2,736,380		(2,501,538	)		234,842

	$	3,144,121	$	(2,501,538	)	$	642,583

				2003
		BALANCE					BALANCE
		CANADIAN					US
		GAAP		ADJUSTMENTS			GAAP

Current assets	$	83,909	$	–		$	83,909
Investments		4,026		(3,483	)		543
Office Equipment		3,939		–			3,939
Mineral Property Interests		176,150		–			176,150
Deferred Expenditures		1,849,567		(1,849,567	)		–
	$	2,117,591	$	(1,853,050	)	$	264,541

Current liabilities	$	1,479,537	$	–		$	1,479,537
Shareholders’ Equity		638,054		(1,853,050	)		(1,214,996	)
	$	2,117,591	$	(1,853,050	)	$	264,541

. . . 16

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 16
As At May 31, 2005 and 2004

15.	DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued) The impact of the differences between Canadian GAAP and US GAAP on the consolidated statements of operations and deficit would be as follows:

		2005			2004			2003

Net loss for the year, Canadian
GAAP	$	(515,740	)	$	(791,776	)	$	(323,812	)

Adjustments:								-
Deferred exploration costs		(241,004	)		(652,490	)		(220,138	)

Net loss for the year, US GAAP	$	(756,744	)	$	(1,444,266	)	$	(543,950	)

Basic and diluted loss per share,
US GAAP	$	(0.02	)	$	(0.05	)	$	(0.02	)

Weighted average number of
common shares outstanding,
basic and diluted		34,436,365			28,925,934			23,939,714

The Company’s comprehensive loss is comprised as follows:

		2005			2004			2003
Net loss for the year, US GAAP	$	(756,744	)	$	(1,444,266	)	$	(543,950	)
Change in net unrealized gains (losses) on
available-for-sale investments		(2,053	)		4,002			(392	)
Comprehensive loss	$	(758,797	)	$	(1,440,264	)	$	(544,342	)

. . . 17

Teryl Resources Corp.
Notes to Consolidated Financial Statements	Page 17
As At May 31, 2005 and 2004

15.	DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued) The impact of the differences between Canadian GAAP and US GAAP on the consolidated statements of cash flows would be as follows:

		2005			2004			2003
Cash flows used in operating activities,
Canadian GAAP	$	(529,428	)	$	(1,167,809	)	$	(342,517	)
Deferred exploration costs		(253,967	)		(654,642	)		(220,138	)
Cash flows used in operating activities, US
GAAP		(783,395	)		(1,822,451	)		(562,655	)
Cash flows provided by financing activities,
Canadian GAAP and US GAAP		770,810			2,275,765			521,266
Cash flows used in investing activities,
Canadian GAAP		(293,653	)		(687,017	)		(222,290	)
Deferred exploration costs		253,967			654,642			220,138
Cash flows used in investing activities, US
GAAP		(39,686	)		(32,375	)		(2,152	)
(Decrease) Increase in cash		(52,271	)		420,939			(43,541	)
Cash (Bank indebtedness), beginning of
year		370,558			(50,381	)		(6,840	)
Cash, end of year	$	318,287		$	370,558		$	(50,381	)

TERYL RESOURCES CORP.

SCHEDULES OF DEFERRED EXPLORATION

AND DEVELOPMENT EXPENDITURES

FOR THE YEARS ENDED MAY 31, 2005, 2004 AND 2003

	2005	2004	2003
Silverknife Claims: (Joint Venture) (Note 7A)
Work assessment	-	-	2,152
Fish Creek Claims: (Joint Venture) (Note 7B)
Geophysical survey	7,257	37,037	45,100
Placer sampling	21,818	-	-
Assays, maps, reports and insurance	6,440	2,320	2,495
	35,515	39,357	47,595
Fox Creek Claims: (Note 7D)
Geophysical survey	34,813	-	-
	34,813	-	-
West Ridge Claims: (Note 7E)
Geophysical survey	34,982	295,560	11,277
Rent assessment	7,832	8,185	9,815
Assays and maps	-	4,121	1,884
	42,814	307,866	22,976
Gil Venture: (Joint Venture) (Note 7F)
Maps and reports	937	1,374	5,072
Phase II exploration - trenching and drilling	126,925	303,893	144,495
	127,862	305,267	149,567
Exploration and Development for the Year	241,004	652,490	222,290
Exploration and Development at Beginning of Year	2,502,057	1,849,567	1,629,429
	2,743,061	2,502,057	1,851,719
Less: Exploration and development written off:
Re inactive claims	-	-	2,152
Exploration and Development at End of Year	2,743,061	2,502,057	1,849,567

Schedule A

TERYL RESOURCES CORP.

CONSOLIDATED SCHEDULES OF ADMINISTRATION EXPENDITURES

FOR THE YEARS ENDED MAY 31, 2005, 2004 AND 2003

	2005		2004	2003

Publicity, promotion and investor relations	229,678		327,302	177,606
Management and director's fees (Note 13)	78,319		55,522	63,000
Secretarial and employee benefits	45,132		25,141	15,013
Audit, accounting and consulting (Note 13)	38,050		21,700	34,953
Travel, auto and entertainment	28,402		64,466	6,535
Interest on debenture (Note 9)	14,697		14,737	14,697
Filing fees	13,658		28,843	17,030
Legal	12,668		7,735	14,229
Office, stationery, delivery and moving	12,385		21,974	18,140
Telephone and telecopier	8,226		13,193	26,119
Transfer agent fees	7,167		10,405	6,538
Stock based compensation (Note 12)	6,580		169,355	-
Office rent and utilities (Note 13)	5,560		5,200	15,191
Corporation capital taxes re subsidiary	3,029		4,528	4,751
Shareholders and meeting costs	2,573		4,324	2,284
Bank charges and interest	1,865		3,123	1,847
Foreign exchange loss (gain)	(1,942	)	153	(83,152	)
Write off of incorporation costs	-		-	1,379
Amortization	7,664		2,199	984
	513,711		779,900	337,114
Less: Interest income	2,620		2,625	52

Administration Expenditures for the Year	511,091		777,275	337,092

ITEM 18. FINANCIAL STATEMENTS

Not applicable.

ITEM 19. EXHIBITS

Documents filed as exhibits to this annual report:

Number	Description
1.1	Certificate of Incorporation – Candy Mountain Gold Corporation May 23, 1980	(1)
1.2	Certificate of Name Change, Special Resolution and Altered Memorandum to change name from Candy Mountain Resources to Teryl Resources Corp. dated January 20, 1984	(1)
1.3	Special resolutions and Altered memorandum dated October 25, 1985 increasing the authorized capital to 15,000,000 by creating 5,000,000 Preferred Shares with a par value of $1.00, and amending the Articles of the Company by adding Special Rights and Restrictions Attached to the Preferred Shares as a Class	(1)
1.4	Altered memorandum and special resolution dated November 30, 1988 increasing the number of authorized common shares to 30,000,000 common shares from 10,000,000 common shares	(1)
1.5	Altered memorandum and special resolution dated November 30, 1988 canceling the	(1)

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	then existing Articles of the Company and replacing the Articles in their entirety with new Articles of the Company
1.6	Altered memorandum and special resolution dated November 20, 2000 increasing the authorized capital to 100,000,000 common shares from 30,000,000, effective December 4, 2002	(4)
1.7	Altered Memorandum and special resolution, certificate of name change dated February 4, 2003 changing the name from Teryl Resources Corp. to Teryl Gold Corp.	(4)
1.8	Transition Application and Notice of Articles transitioning from the former Company Act (British Columbia) to the Business Corporations Act (British Columbia) dated September 15, 2004	(6)
1.9	Notice of Alteration effective November 25, 2004 changing the name of the Company back to Teryl Resources Corp.	(6)
1.10	Notice of Articles dated November 25, 2004 reflecting the Altered memorandum and special resolution dated November 15, 2004 canceling the then existing Articles of the Company and replacing the Articles in their entirety with new Articles of the Company	(6)
2.1	Specimen copy of Registrant’s common share certificate	(1)
4.1	Commitment to provide financing to Teryl Resources Corp. as required for ongoing operations dated February 14, 2000 from John Robertson	(2)
4.2	Mining Joint Venture Agreement between Fairbanks Gold Mining, Inc. and Teryl, Inc. dated September 23, 1999	(1)
4.3	Management Agreement dated December 1, 1994 between Teryl Resources Corp. and SMR Investments Ltd.	(1)
4.4	Agreement between Teryl Resources Corp. and Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) made March 5, 2002 Fish Creek Mineral Claims	(3)
4.5	Amendment to Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated November 4, 2002	(4)
4.6	Anderson Group Property Purchase Agreement dated August 18, 2003	(5)
4.7	West Ridge Property Lease Agreement dated July 2003	(5)
4.8	Extension to Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated March 5, 2005	(6)
4.9	Upper Fox Creek Development Agreement dated June 23, 2004 between the Company, Jean Turner and Ron Way	(6)
8.1	List of Subsidiaries	(6)
12.1	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (John G. Robertson)	(6)
12.2	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Susanne Robertson)	(6)
13.1	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (John G. Robertson)	(6)
13.2	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Susanne Robertson)	(6)

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14.1	Consent of Morgan and Company	(6)
14.2	Consent of June Fitzmartyn	(6)

(1)	incorporated by reference to the Registrant’s Registration Statement on Form 20-F filed on December 29, 2000 with the US Securities and Exchange Commission
(2)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year-ended May 31, 2000.
(3)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year-ended May 31, 2002
(4)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year-ended May 31, 2003
(5)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year-ended May 31, 2004
(6)	attached hereto

GLOSSARY OF MINING TERMS

The following is a glossary of some of the terms used in the mining industry and referenced herein:

Alluvial: A term used to identify particular types of, or minerals found associated with, deposits made by flowing water, such as alluvial gold

Arsenopyrite: A major ore of arsenic, Arsenopyite can contain a small amount of gold as an impurity

Assay – a precise and accurate analysis of the metal contents in an ore or rock sample

Au - gold.

Auger drill – a handheld machine that produces small, continuous core samples in unconsolidated materials

Breccia: A fragmental rock; any rock formation essentially composed of uncemented, or loosely consolidated, small angular

Contained gold – total measurable gold in grams or ounces estimated to be contained within a mineral deposit. Makes no allowance for economic criteria, mining dilution or recovery losses.

Diamond drill – a large machine that produces a more or less continuous core sample of the rock or material being drilled.

Feasibility study – a detailed report assessing the feasibility, economics and engineering of placing a mineral deposit into commercial production

Fracture: The general term to include any kind of discontinuity in a body of rock if produced by mechanical process such as shear stress or tensile stress

Gm/mt or gpt - grams per metric tonne.

Gold deposit - means a mineral deposit mineralized with gold.

Gold resource – see geological or mineral resource

Grams per cubic meter - alluvial mineralization measured by grams of gold contained per cubic meter of material, a measure of gold content by volume not by weight.

Graphite: A allotropic form of carbon found in nature

Inferred mineral resource: That part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes

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Indicated mineral resource: That part of a mineral resource for which quantity and grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed

Intrusive: cuts across (is intrusive into)

Listwanite: (carbonate altered serpentinite) is associated with gold mineralization.

Lode mining – mining of gold bearing rocks, typically in the form of veins or stockworks

Measured resource means that part of a mineral resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

mineral claim or mining claim: The portion of mining ground held under law by a claimant.

mineralization: Implication that the rocks contain sulphide minerals and that these could be related to ore.

net profit interest (NPI) – effectively a royalty based on the net profits generated after recovery of all costs

net smelter royalty or NSR - a royalty based on the gross proceeds received from the sale of minerals less the cost of smelting, refining, freight and other related costs.

ore – a naturally occurring rock or material from which economic minerals can be extracted at a profit

ounce or oz. - a troy ounce or 20 pennyweights or 480 grains or 31.103 grams.

opt – troy ounces per short ton

placer: A place where gold is obtained by washing; an alluvial or glacial deposit, as of sand or gravel, containing particles of gold or other valuable minerals including gemstones.

probable reserve - the economically mineable part of an indicated, and in some circumstances a measured resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

prospect – an area prospective for economic minerals based on geological, geophysical, geochemical and other criteria

proven reserve means the economically mineable part of a measured resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

reserve: That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.

reverse circulation drill – a large machine that produces a continuous chip sample of the rock or material being drilled

skarn: a fine-grained metamorphic rock that is usually coloured green or red, occasionally gray, black, brown or white. It forms through thermal metamorphism as the mineralogical, chemical and crystallographic changes in a solid-state rock, i.e. without melting, in response to new conditions of pressure and/or temperature, and/or introduction of fluids.

Stockwork: Small veins of mineralization that have so penetrated a rock mass that the whole rock mass can be considered mineralized

ton - short ton (2,000 pounds).

tonne - metric tonne (2,204.6 pounds).

trenching – the surface excavation of a linear trench to expose mineralization for sampling

vein – a tabular body of rock typically of narrow thickness and often mineralized occupying a fault, shear, fissure or fracture crosscutting another pre-existing rock

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

1 mile	= 1.609 kilometers	2,204 pounds	= 1 tonne
1 yard	= 0.9144 meter	2,000 pounds/1 short ton	= 0.907 tonne
1 acre	= 0.405 hectare	1 troy ounce	= 31.103 grams

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SIGNATURE PAGE

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 transitional report on its behalf.

TERYL RESOURCES CORP.
REGISTRANT

Dated: August 7, 2007	By:	/s/ John G. Robertson
		John G. Robertson
		Chairman of the Board/Director

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