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

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

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 –
For the fiscal year ended May 31, 2007

[ ] 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

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

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

Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)

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

Securities for which there is reporting obligation pursuant to Section 15(d) 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: 40,862,528 shares of common stock

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]

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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 [X] No [ ]

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 [ ]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes [ ] No [X]

Teryl Resources Corp. (hereinafter referred to as the “Registrant” or the “Company” or “Teryl”) 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 authorizing 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.

On November 20, 2000, a special resolution was passed altering our Memorandum and adopting new Articles which changed our authorized capital from 30,000,000 Common Shares without par value to 100,000,000 Common Shares without par value. Of these, 40,862,528 Common Shares were issued and outstanding as of May 31, 2007, and 43,577,528 as at October 4, 2007. 5,000,000 Preferred Shares of non-voting stock with a par value of $1.00 have also been authorized. No Preferred Shares have ever been issued.

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 the 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, 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.

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. The Company has incurred a loss of $465,540 in the year ended May 31, 2007 (2006 - $430,646; 2005- $515,740). 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.

In this 20-F, 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$).

Teryl Resources Corp. (the "Company”), is a Canadian corporation incorporated under the laws of the Province of British Columbia. Over 50% of its 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".

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.

(1) Member of Audit Committee.
(2) Suite 240 - 11780 Hammersmith Way, Richmond, BC V7A 5E9, Canada

The following table lists the names of our Senior Management as of May 31, 2007, and of the date of this 20-F. Our Senior Management serves at the pleasure of the Board of Directors.

Mr. Robertson’s business functions, as our President and principal executive officer, include strategic planning, business development, operations, financial administration, liaison with auditors-accountants-lawyers-regulatory authorities-financial community/ shareholders; and preparation /payment/ organization of our expenses/taxes/ activities, and reporting to the Board of Directors. Mr. Robertson’s business functions, as our Secretary, include financial administration; accounting and financial statements; liaison with auditors, accountants, and financial community/shareholders; and preparation/ payment/organization of our expenses/taxes/activities. He assists in ensuring our compliance with all statutory and regulatory compliance. Mr. Robertson’s business functions, as our Corporate Secretary, include attending and acting as the recording secretary of all meetings of the Board, shareholders and committees of the Board; entering or causing to be entered in records kept for that purpose minutes of all proceedings; as and when instructed, causing preparation and dissemination of all notices to shareholders, Directors, officers, auditors and members of committees of the Board; is the custodian of the stamp or mechanical device generally used for affixing our corporate seal and of all books, records and instruments belonging to us, except when some other officer or agent has been appointed for that purpose; and in the future can have such other powers and duties as the Board or the chief executive officer may specify. Mr. Robertson may delegate all or part of his duties as Corporate Secretary to a nominee from time to time.

Ms. van Oord’s business functions, as our Chief Financial Officer include financial administration, accounting, liaison with auditors-accountants, overseeing business and administrative operations of the Company and preparation /payment/ organization of our expenses/taxes/activities, and reporting to the Board of Directors.

Tupper Jonsson & Yeadon
Attn: Carl R. Jonsson
Barristers & Solicitors
1710 - 1177 West Hastings Street
Vancouver, B.C. V6E 2L3
Tel: (604) 640-6357; Fax: (604) 681-0139

Bank of Montreal
6088 No. 3 Road,
Richmond, BC Canada V7A 5H5
(604) 668-1575

Morgan & Company, Chartered Accountants
Suite 1488, 700 Georgia Street
Vancouver, British Columbia Canada V7Y 1A1
Telephone: (604) 687 5841
Facsimile: (604) 687 0075

June Fitzmartyn, Chartered Accountant
300 –1770 West 7th Avenue
Vancouver, B.C. V6J 4Y6
Telephone: 604-733-5713
Facsimile: 604-733-2747

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

Our selected financial data for Fiscal 2007, 2006, 2005 and 2004 ended May 31st was derived from our financial statements that have been audited by Morgan & Company Chartered Accountants, as indicated in their audit reports. Our selected financial data for Fiscal 2003 ended May 31st was derived from our financial statements that have been audited by June Fitzmartyn, Chartered Accountant, as indicated in her audit report. Both Morgan & Company and June Fitzmartyn are members of the Canadian Institute of Chartered Accountants.

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the 20-F.

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.

The information in the following table is derived from our financial statements, which 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.

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 September 28, 2007, US$1.00 was equal to approximately C $0.9959.

The following represents our selected financial data for each of the past five fiscal years, ending on May 31. The data presented is prepared in accordance with Canadian generally accepted accounting principles, and reconciliation of the data to U.S. GAAP:

	May 31, 2007	May 31, 2006	May 31, 2005	May 31, 2004	May 31, 2003

CANADIAN GAAP
Revenue	$33,714	$27,154	$28,307	$21,037	$24,255
Income (Loss) for the Period	$(465,540)	$(430,646)	$(515,740)	$(791,776)	$(323,812)
Basic Income (Loss) Per Share	$(0.01)	$(0.01)	$(0.01)	$(0.03)	$(0.01)
Dividends Per Share	$Nil	$Nil	$Nil	$Nil	$Nil
Weighted Average. Shares	39,663,029	36,889,399	34,436,365	28,295,934	23,934,235
Period-end Shares (#)	40,862,528	39,468,188	36,777,688	33,180,688	25,238,088
Working Capital	$(278,043)	$123,556	$138,460	$3,473	$(1,395,628)
Mineral Properties	$231,086	$190,236	$219,397	$196,795	$176,150
Long-Term Debt	$Nil	$Nil	$Nil	$Nil	$Nil
Capital Stock	$10,839,258	$10,624,107	$9,944,335	$9,018,122	$6,297,375
Retained Earnings (Deficit)	$(7,932,995)	$(7,467,455)	$(7,036,809)	$(6,521,069)	$(5,729,293)
Total Assets	$3,562,295	$3,494,763	$3,409,709	$3,144,121	$2,117,591
U.S GAAP (2)
Net Loss (1)	$(691,055)	$(749,749)	$(756,744)	$(1,444,266)	$(543,950)
Loss Per Share	$(0.02)	$(0.02)	$$(0.02)	$(0.05)	$(0.02)
Mineral Properties (3)	$231,086	$190,236	$219,397	$196,795	$176,150
Shareholders’ Equity (Deficiency)	$(26,832)	$337,182	$408,838	$234,842	$(1,214,996)
Total Assets	$273,446	$435,920	$665,114	$642,583	$264,541
Mineral Properties	$231,086	$190,236	$219,397	$196,795	$176,150
Long-Term Debt	$Nil	$Nil	$Nil	$Nil	$Nil
Capital Stock	$10,839,258	$10,624,107	$9,944,335	$9,018,122	$6,297,375

(1) Cumulative Net Loss since incorporation through May 31, 2007 under US GAAP was $11,221,844 approximately.

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

(3) Under SEC interpretation of US GAAP, all 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 publish our financial statements in Canadian dollars. Unless otherwise indicated, monetary amounts referred to in this 20-F are in Canadian dollars. Unless otherwise indicated, all translations from Canadian dollars to US dollars

have been made at a rate of CDN$ 1.0701 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, 2007. 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. On September 28, 2007, the Noon Buying Rate was CDN$ 0.9959 to US$ 1.00. 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 reflects the monthly high and low exchange rates for U.S.$1.00 to the Canadian dollar for the following periods.

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.

The following table sets forth our capitalization and indebtedness as of August 31, 2007:

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

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.

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; 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.

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, 2007 we have incurred significant operating losses and have an accumulated deficit of $ 7,932,995 at May 31, 2007. Furthermore, we had working capital deficit of $ 278,043 as at May 31, 2007, 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.

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.

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 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.

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.

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.

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. 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.

U.S. investors may not be able to enforce their civil liabilities against us or our directors, controlling persons and officers.

It may be difficult to bring and enforce suits against us. We are incorporated in the province of British Columbia under the Business Corporations Act (British Columbia) (formerly the Company Act). Our directors are residents of Canada, and all or substantial portions of their assets are located outside of the United States, predominately in Canada. 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. In addition, a shareholder 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 that they are in compliance with applicable Canadian legislation regarding the limitation of actions. Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example: (a) where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law; (b) the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state; (c) the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure; (d) 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; (e) the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy; (f) 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 (g) 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 programs 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.

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.

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.

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.

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.

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.

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. 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.

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. In the event that we begin trading our common shares in the United States, our common shares shall be 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 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 a potential 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 19% 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.

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.

Teryl Resources Corp. (the “Issuer”) 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.

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.

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.

The Company’s corporate offices and its registered and records offices are located at Suite 240 - 11780 Hammersmith Way, Richmond, BC V7A 5E9, Canada. Our telephone number is 604-278-5996. Since our inception and during the three fiscal years ending in May 2007, our principal business has been the acquisition, exploration and development of natural resource properties, and the acquisition, drilling and development of oil and gas property interests. We currently have mineral property interests in Alaska, and Arizona. All of our mineral properties are in the exploration stage. We are currently in the exploration stage and equity financing is required to continue exploration work on our mineral claims and oil and gas interests. 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 or recoveries on our oil and gas interests.

(1) This expenditure related to the purchase of mineral property, of which $16,000 is from issuing 200,000 shares at $ 0.08 – see “E” above.
(2) This expenditure related to the purchase of mineral properties for $ 20,645 and office equipment for $11,730.
(3) This expenditure related to the purchase of mineral properties for $ 22,602 and automotive and office equipment for $17,084
(4) This expenditure related to the purchase gas well interests. For US GAAP this amount is expensed.
(5) This expenditure consists of $34,231 for the purchase of mineral properties; $5,773 for the purchase of office equipment and $209,134 for the purchase of gas well interests. For US GAAP the amount for gas well purchases is expensed.

(2) Shares with a deemed value of $16,000 were issued during the 2007 year as part of the acquisitions costs.

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.

We will seek equity financing to provide working capital and to meet exploration commitments on all our properties. During the fiscal year ended May 31, 2007, we raised $199,151 through the sale of equity securities (May 31, 2006 $666,996 ).

The Gil Gold Project is located in the Fairbanks Mining District, Alaska. The Issuer owns a 20% interest in the Gil Mineral Claims with its joint venture partner, Kinross Gold Corporation (“Kinross”) with Kinross owning the other 80%. The Gil claims are adjacent to the producing Fort Knox mine which is owned by Kinross, approximately five miles east of Kinross’ Fort Knox deposit, Alaska’s largest producing open-pit gold mine with an average gold grade of just under 0.03 ounces of gold per ton (see Item 4.D. for complete details of exploration and development of this property).

The West Ridge Prospect is north of Fairbanks, Alaska, a distance of 22 miles by road. It lies immediately north of the Fox Creek Property. The West Ridge property adjoins Kinross Gold Corp.’s True North gold deposit and lies approximately eight miles northwest of the producing Fort Knox gold mine. Fort Knox currently produces over 400,000 ounces of gold annually. 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. The state claims are registered with the Alaska Division of Mining, Land, and Water Management with Teryl Resources Corp. as the 100% owner (see Item 4.D. for complete details of exploration and development of this property).

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 Company’s directors terminated the lease with the Alaska Mental Health Trust in July of 2006.

The Fish Creek gold claims lie adjacent to the Gil Claims. The Fish Creek project is located 25 miles north of Fairbanks in a road accessible mining district with excellent land status and infrastructure. The project is located within host rocks that contain commercially viable mineralization elsewhere in the Fairbanks Mining District and is located on streams that were mined extensively for alluvial gold in the past both upstream and downstream of the Fish Creek project. Limited exploration conducted between 1992 and 2003 did not reveal significant bedrock exposures of mineralization however a significant lode gold deposit has been outlined immediately adjacent to the Fish Creek property on the south (the Gil deposit) and the Fort Knox gold mine, a large-scale open pit gold mine 3

miles upstream from the Fish Creek property has been in operation since 1996. Wide-spaced placer gold drilling on a small area of the property conducted in 2003 did not encounter significant placer gold mineralization however, more extensive and closer spaced placer gold drilling conducted in 2004 indicated the presence of significant concentrations of placer gold on the claims.

The Company and Linux Gold Corp. entered into an agreement, on March, 2002, 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 CDN). An additional 100,000 shares were issued February 14, 2007 for a deemed value of $16,000 CDN in payment of an extension of the expenditure date to March 5, 2007, which was further extended to March 5, 2009. Linux will have a 5% net royalty interest until the Company pays $ 2,000,000 US (see Item 4.D. for complete details of exploration and development of this property).

On June 23, 2004, the Company entered into a mineral property lease to develop the property known as the Upper Fox Creek mining lease. The Fox Creek Claims consisted of eight contiguous unpatented state of Alaska mining claims, located 3 miles north of Fox, Alaska, and adjacent to the Company’s 100% owned West Ridge property to the northwest. The Company made the first US$10,000 payment but did not make the 2005 year payment and the lease was cancelled. During the November 2005 quarter $13,283 in property costs and $34,769 in exploration costs were written off.

On June 10, 2006, the Company and Frederic & John Rothermel (the Vendors) entered into an agreement whereby the Company purchased a 100% interest in the Gold Hill Patented Claim Group located in the Warren Mining District, Cochise County, Arizona, USA, subject to a 10% Net Profit royalty to the vendors, for the following considerations:

On August 1, 2006 six additional unpatented lode mining claims were filed with the Arizona State office of the Bureau of Land Management on behalf of the Company. On October 16, 2006, we exercised our option and have a 10 year option to purchase up to a 10% net profit interest from the Vendors for US$1.5 million per 5% net profit interest, therefore, having an option on a 100% interest in the Bisbee, Arizona patented claims. The Gold Hill Project is located approximately 4.5 miles southeast of Bisbee Arizona in the Warren Mining District of Cochise County (Township 23 South, Range 25 East sections 25 30, 31, and 32). The project area has a history of placer and lode mine production and is 4 miles from the Phelps Dodge Corporation’s Lavender Pit, which produced 8 billion pounds of copper and 2.7 million ounces of gold. The Gold Hill Project consists of fourteen patented claims comprising over 250 acres with an additional 7 claims being added.

The principle gold target in the exploration area is the Gold Hill Fault. This structure has been traced for two miles and has several adits and many test pits located along its course. The secondary target is the Glance Conglomerate located to the south of the Gold Hill Fault. In this area, the Glance Conglomerate is reported to have micron sized gold associated with copper in fine quartz-filled fractures. An initial examination of the property has been performed by Teryl Resources which consisted of a general reconnaissance of the area and the collection of 17 rock samples. Assay results showed trace amounts of gold in quartz veins located within the Morita Quartzite east of the Paris Mine. Higher gold assay results of 122 ppb Au and 4,590 ppb Au were generated from rocks taken from the Paris Mine dump. Gold values from quartz veins in outcrops and test pits between the Paris mine and the El Paso Mine ranged from 3 ppb Au to 635 ppb Au. Samples from the vicinity of the El Paso adit returned assay values of 2 ppb, 9 ppb and 149 ppb Au. All rock and soil samples were analyzed at Alaska Assay Labs. Field work in the Emerald &

Saint Elmo claims tested gold values within the conglomerate ranged from 19 ppb Au to 1,858 ppb Au while copper assays ranged from 520 ppm to 13,820 ppm.

Additional work is needed to determine the extent of gold and copper mineralization in this area. We do not consider the Gold Hill property to be a material property.

Oil and Gas Properties
Jancik, C-S 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.

On May 18, 2006, the Company entered into an agreement with IAS Energy, Inc. (formerly and at the time of the agreement, IAS Communications, Inc.) to purchase a 40% interest (subject to 40% net revenue interests to others) and drill up to 24 wells in the Ken Lee #1 natural gas well, located in Knox County, Kentucky, USA, for $103,045 ($92,500 US). The Company will earn a 40% interest in each well drilled by financing 50% of the total cost of drilling each well subject to a 12.5% revenue interest to the landowner and a 27.5% interest to Energy Source, Inc., the lessee and operator of the wells.

On June 6, 2006 the Company announced that the Ken Lee#1 well had been successfully completed as a commercial gas well. On July 6, 2006 the Company announced that drilling had commenced on the Elvis Farris #2 well and has been reported to be in production.

This is no longer applicable due to the discontinuance of the business operations of our wholly-owned subsidiary.

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. 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.

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.

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

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.

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.

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. 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.

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.

In 1998, Teryl, Inc. offered a private placement for up to 1,000,000 shares at a price of $0.23 ($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. Six subscribers did not return the agreement and negotiations ensued. On August 29, 2007, the final six subscribers agreed to a settlement of $70,000 ($50,250 US).

On October 17, 2006, the authorized capital for Teryl, Inc. was reduced to 10,000 common shares, which resulted in a rollback to 1 common share for each 10,000 outstanding. Teryl Resources Corp. owns 1,650 shares of Teryl, Inc., which is 100% of the issued shares at the date of filing this 20-F.

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

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. 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 2,200 square foot space is $1,014.00. We have occupied these facilities since November 1, 2006. 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.

The Issuer owns 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 Issuer each contribute to annual exploration costs on an 80:20 ratio with net profits distributed in that same proportion in the event of production. The Issuer 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:

At its sole option, Kinross may choose to carry the Issuer’s 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 the Issuer fail to contribute its share of the exploration costs or fail to honour the demand note within 30 days of formal

request for payment, it would be considered in default. In a default situation, the Issuer’s interest would be reduced by double the amount normally applied by the reduction formula. In the event its interest is reduced below 10%, the Issuer’s 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, the Issuer has legally surveyed the claims and has completed a series of six water wells for ground water monitoring purposes, already underway.

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.

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.

In 1989, the Issuer 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, the Issuer 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 the Issuer 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.

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 goldquartz- sulphide veins and stibnite veins.

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.

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).

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.

During fiscal 2005, 2006 and 2007, Fort Knox Venture through its operator Kinross Gold USA, Inc., completed exploration and development work on this property. This has resulted in the Company being required to pay its 20% share of expenses, which amounted to $ 111,127 ($98,916 US) in the May, 2006 year. No expenditures were made during the May, 2007 year-end. Further cash calls are expected in the 2008 year.

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 MultiSector 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.

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.

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.

In October 2005, we completed a reverse drilling program. The Gil/Sourdough drilling consisted of 1,560 feet of RC drilling for a total of 9 holes. Additional drilling is planned following seasonal freeze-up to extend the Sourdough mineralized zone.

On January 26, 2006, an exploration update for the Gil Joint Venture was released. Two target areas were identified and recommended for further geologic and geophysical investigation within the Gil Joint Venture area.

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.

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, 2006 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 2006, 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:

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.

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.

The goal of the 2006 Gil Joint Venture exploration program should initially focus on completing an overall update of the database. This would include the production of new geologic and geochemical maps. Fieldwork should consist of mapping and sampling across interpreted geophysical and geochemical anomalies. This updated information could then be integrated with the geophysical data to further define existing exploration targets or

generate new targets in the Gil Joint Venture claim block. On July 10, 2006 the Company announced that drilling is to commence this summer on a new gold target on the Gil joint venture. A total of three drill holes is initially planned to test the most favorable geophysical target on the Gil Joint Venture. Drilling has commences as of September 12, 2006.

In September, 2006, the necessary permits were approved, and drilling commenced on the new gold target on the Gil joint venture. The initial drill program will consist of three drill holes, and approximately 2000’ of drilling, with a potential for additional drilling pending the results of the first phase. The new gold target was located by integrating geologic and geochemical information with the recent geophysical data. Drilling initially is planned to test the most favorable geophysical target on the Gil joint venture. As of the date of this 20-F, we have not received data from the drilling program.

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)2 complex. 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-carbonateamphibole 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.

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. 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.

Samples are analysed by one assay ton with an AA finish. Duplicates of each 10th, 30th, 50th, 70th, 90th sample, and so on, are sent to the primary lab under different numbers while duplicates of each 20th, 40th, 60th, 80th, 100th, etc., sample are sent to another lab. On every 40th sample, the primary lab does a recheck at their own facility while every 80th 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.

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 characterized 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 characterized 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.

The West Ridge gold 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. The West Ridge property consists of 48 state of Alaska mining claims covering 1750.5 acres. The state claims are registered with the Alaska Division of Mining, Land, and Water Management with Teryl Resources Corp. as the 100% owner.

Mineral rights in this part of Alaska are administered by the State of Alaska. 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. 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.

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.

Elevations on the property range from 800 feet to over 1900 feet. 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.

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. 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. A 3-foot zone of weathered schist containing disseminated scheelite was found which strikes N44oE and dips 45oSE. 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.

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 northsouth 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.

No further work was conducted on the West Ridge prospect until July 2003 when Teryl retained Avalon Development Corp. to review past work and make recommendations for future work on the property. Initial efforts focused on the Old Glory and the newly discovered Black Dome prospects. During the period July 2003 through January 2004 Teryl funded hand trenching, rock sampling, power soil auger sampling, trenching and ground magnetics and VLF surveys over the Old Glory prospect and limited power soil auger sampling, rock sampling and prospecting on the Black Dome prospect

In September 2004, we discovered a new zone of gold mineralization. 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. 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.

Of the 175 soil samples collected, 29 returned values greater than 100 parts per billion gold with the maximum value being 981 parts per billion. An additional 32 returned anomalous gold values ranging between 50 and 100 parts per billion. Anomalous gold was associated with elevated arsenic, antimony, lead, bismuth and tungsten. The presence of anomalous bismuth (to 15 ppm) and tungsten (to 370 ppm) in soils suggests that gold mineralization within the sample grid may be intrusive related, a similarity shared by several other intrusive-related gold systems the Fairbanks District.

Anomalous gold and pathfinder elements in the 2004 soil grid occur in four discrete areas of the grid and all four areas are open to expansion into lands owned and leased by Teryl.

No field work was conducted on the West Ridge property during the fiscal years ended 2006 or 2007.

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. 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. 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. Airborne magnetic 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.

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/Ar39 geochronology, 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 CO2 bearing 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 schisthosted 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.

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. 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,

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. 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 quartzcarbonate 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. 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.

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.

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, 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. 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. 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.

Prior to the work conducted by Teryl in 2003 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. 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. 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. 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.

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 070o with axes plunging 14oE. There is no preferred orientation for faults. Dominant trends are NE, NW, and E-W +/- 20o. with variable but generally steep (+60o) 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 N20-25oE, N80oW, N80oE, and N40oW.

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 290o. 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. 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.

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

A magnetic survey was conducted January 26th, 2004. The survey was 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.

In September 2004, we announced the discovery of a new zone of gold mineralization. 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. 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.

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.

In November 2004, a total of 161 power auger soil samples were collected on a small grid over the southern part of the West Ridge claims adjacent to and within the block of State Trust land leased to Teryl. In addition to the 161 auger samples, 14 shovel soil samples were collected in the same area as previous rock sampling which returned gold values ranging up to 4,350 ppb (4.3 gpt or 0.127 opt). The grid was extended to the south onto the northwestern edge of the Fox Creek claims in an attempt to see if mineralization on the two properties could be linked via soil samples.

Anomalous gold and pathfinder elements in the 2004 soil grid occur in four discrete areas of the grid and all four areas are open to expansion into lands owned and leased by Teryl.

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. This intrusive did not contain anomalous Pd, Ag, Sb, Bi or W. 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.

All rock samples collected during the 2003 field programs were marked in the field using Garmin 48XL and Garmin Etrex hand-held GPS units. Each grab rock sample collected for geochemical analysis was accompanied by a separate hand sample retained for reference purposes. Each soil sample collected for analysis was accompanied by a separate lithology sample that was washed, logged and added to the digital database. Samples collected were placed in double nylon shipping sacks and picked up at a secured warehouse by representatives of ALS Chemex of Fairbanks.

Soil sampling completed in 2003 consisted of power auger soil sampling using 3-inch wide auger flights powered by man-portable gas powerheads. Sampling protocols in place for the program dictated that only top of bedrock soil samples would be collected. Samples were not collected at sample stations where overburden was deeper than the 12 feet of auger flight on hand or where discontinuous permafrost prevented sampling at the soil – bedrock interface. Trench channel sampling conducted in October was conducted with geologic pick and chisel.

All samples collected in 2003 were prepared by ALS Chemex at their Fairbanks preparation facility and analyzed by ALS Chemex at their North Vancouver laboratory. The entirety of each grab and channel rock sample was crushed to 85% passing 75 microns (200 mesh). The entirety of each soil sample collected in 2003 was dried, sieved through a 180 micron (80 mesh) screen and pulverized to +85% passing 75 microns (200 mesh). All soil and rock samples were analyzed for Au by 30 gram lead collection fire assay techniques with an atomic emission spectrographic finish. In addition each sample was analyzed for a suite of 27 trace elements using a four acid digestion procedure followed by inductively coupled plasma (ICP) finish. Pulps and rejects from the 2003 program were returned to Avalon Development’s Fairbanks warehouse for permanent storage.

Sample blanks composed of Browns Hill Quarry basalt from the Fairbanks Mining District, Alaska were inserted as the first sample in a submittal and thereafter in the same submittal on a minimum 1 for 25 basis. A total of 82 sample blanks were inserted into the sampling sequence for the 2003 program. Extensive previous analysis of this same blank rock type has given Avalon a large geochemical database for use on a comparative basis. Analyses performed by ALS Chemex on the blanks from the West Ridge project indicate no unusual or spurious sample results in the blanks submitted. No standards were included in analytical sample shipments.

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

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

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

The Fish Creek project is located 25 miles north of Fairbanks in a road accessible mining district with excellent land status and infrastructure. The project is located within host rocks that contain commercially viable mineralization elsewhere in the Fairbanks Mining District and is located on streams that were mined extensively for alluvial gold in the past both upstream and downstream of the Fish Creek project. Limited exploration conducted between 1992 and 2003 did not reveal significant bedrock exposures of mineralization however a significant lode gold deposit has been outlined immediately adjacent to the Fish Creek property on the south (the Gil deposit) and the Fort Knox gold mine, a large-scale open pit gold mine 3 miles upstream from the Fish Creek property has been in operation since 1996. Wide-spaced placer gold drilling on a small area of the property conducted in 2003 did not encounter significant placer gold mineralization however, more extensive and closer spaced placer gold drilling conducted in 2004 indicated the presence of significant concentrations of placer gold on the claims.

On March 5, 2002, the Company and Linux Gold Corp. entered into an agreement whereby we could earn up to a 50% interest in the Fish Creek mineral claims located in the Fairbanks district of Alaska, USA, by expending $550,750 ($500,000 US) within three years and issuing 200,000 common shares (issued December 16, 2002 at $0.08 per share). Linux will have a 5% net royalty interest until we pay $2,203,000 ($2,000,000 US). The agreement was extended to expire on March 5, 2007, and subsequently extended again to expire on March 5, 2009. The Company issued 100,000 common shares to Linux as consideration for the 2007 extension.

A ground magnetic survey was completed on the Fish Creek property on November 20, 2003 on the right limit (southeast) side of Fish Creek Valley, approximately 600 – 700 feet down-valley from the toe of the Fort Knox mine fresh water supply dam. This program was an orientation survey to test the right limit bench of Fish Creek for a suspected buried placer gold-bearing channel. 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. Magnetic 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. A program of additional ground magnetics followed by trenching and/or large-diameter auger drilling to evaluate the two most promising alluvial gold targets was recommended for early 2004.

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.

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. 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.

In May 2003, we received reports that 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.

In July, 2004, the drilling permit was approved by the State of Alaska exploration division to drill up to 25 vertical eight inch diameter holes, on two lines, to explore the potential Fish Creek placer gold paystreak. Each line will be composed of 10 to 15 drill holes spaced 50 to 200 feet apart, and from 45 to 75 feet deep, to test two anomalies located last year by a magnetic survey. The survey located two anomalies indicative of a potential buried placer gold

bearing channel, extremely high-grade placer gold was encountered during the excavation of the Fort Knox mine fresh water dam, immediately upstream of the Fish Creek property.

In May, 2004 we commenced a closely spaced magnetic survey over the previous magnetic targets that were discovered in 2003 . The magnetic survey located two anomalies indicative of a potential buried placer gold bearing channel.

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. 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.

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.

In October 2006, six new geophysical targets were located on the Fish Creek property. An interpretive report titled “Proposed Drill Sites, Fish Creek Gold Property, Fairbanks Mining District, Alaska.” Fugro Airborne Survey, Inc., under contract to Fairbanks Gold Mining, Inc./Kinross Gold, initiated an HEM Airborne geophysical area and identified six main targets on the Fish Creek property.

The following interpreted targets are based on linear resistivity features inferring regional structural trends. Conductive gradients at depth or along a structure suggest areas of higher fracture density. The high magnetic anomalies with good depth extent are interpreted as intrusives and the linear magnetic highs may be calc-silicates.

Proposed Drill Site 01: Interpreted Target – Conductive Shear / High Fracture Density
Proposed Drill Site 02: Interpreted Target – Conductive Shear / High Fracture Density
Proposed Drill Site 03: Interpreted Target – Calc-silicate / High Fracture Density
Proposed Drill Site 04: Interpreted Target – Calc-silicate / High Fracture Density
Proposed Drill Site 05: Interpreted Target – Intrusive Contact / High Fracture Density
Proposed Drill Site 06: Interpreted Target – Manto Type Magnetic Anomaly

Together with Linux Gold Corp., we planned to implement an exploration program during the 2006/7winter on the Fish Creek gold property. Linux Gold Corp. has received permits to conduct exploration drilling on the Fish Creek property.

There currently are no resources or reserves on the Fish Creek property that comply with the Canadian Institute of Mining and Metallurgy (CIM) Standards on Mineral Resources and Reserves Definitions and Guidelines adopted by CIM Council on August 20, 2000. While encouraging in its results, the drill hole density of the 2004 placer drilling campaign at Fish Creek was not sufficient to allow estimation of CIM compatible resources or reserves.

Additional work on the Fish Creek property will be based on results from the previous drilling programs. Each successive phase of exploration is dependent on generation of encouraging results from the previous programs and the increasing potential for delineation of commercially viable resources on the project. A two phase program has been recommended as follows:

-Infill Reverse Circulation Drilling: Infill drilling using large diameter reverse circulation methods is warranted on the property to better define the placer gold mineralization outlined in 2004. Previous experience by other operators within the Fish Creek drainage has shown that drilling is an effective method of sampling and valuating the placer deposit and provides predictable estimates of subsequent production. Previous work suggests that drilling to obtain samples with volumes of 0.05 cubic yards each are adequate to estimate the volume and value of the placer gold deposit. Sampling procedures similar to those utilized in 2004 should be followed except that the volume of each sample should be measured to provide a more accurate estimate of the gold grades and to evaluate the recovery of the drilling system. Additionally, all holes should be continued into bedrock for at least 25 feet to test for the presence of lode gold mineralization. The primary goal of this program would be to enable industry acceptable mineral resources to be calculated between the two lines of drilling completed in 2004. A secondary goal would be to determine if significant lode gold mineralization exists in the area drilled. Recommended future work on the Fish Creek property should include drilling 20 reverse circulation drill holes (8” diameter) for a total of 1,600 feet of drilling.

-Construction of an all-weather creek crossing for off-road vehicles, near the mouth of Odden Creek, will facilitate this work. The estimated cost of such work is $50,000. Fieldwork will take about one to two weeks, whereas sample analysis and reporting will take an additional two to four weeks. Step-out Reverse Circulation Drilling: if results of the phase 1 infill drilling are encouraging, step-out drilling using large diameter reverse circulation methods is warranted on the property to expand on the placer gold mineralization outlined in 2004. Sampling procedures similar to those utilized in 2004 should be followed except that the volume of each sample should be measured to provide a more accurate estimate of the gold grades and to evaluate the recovery of the drilling system. Additionally, all holes should be continued into bedrock for at least 25 feet to test for the presence of lode gold mineralization. The primary goal of this program would be to enable industry compliant mineral resources to be calculated for areas of the property that lie up and downstream from the 2004 drill lines. A secondary goal would be to determine if significant lode gold mineralization exists in the area drilled.

Recommended future work on the Fish Creek property should include drilling 55 reverse circulation drill holes (8” diameter) for a total of 4,400 feet of drilling. Construction of an all-weather creek crossing for off-road vehicles, near the mouth of Odden Creek, will facilitate this work. The estimated cost of such work is $150,000. Fieldwork will take about two to three weeks, whereas sample analysis and reporting will take an additional four to six weeks.

On June 6, 2006, we were advised by Energy Source, Inc., the operator, that the Ken Lee #1 well has been successfully completed as a commercial gas well. The initial open flow tested 1.22 MCF of high BTU gas. The well was completed to a depth of 1410’ in the Big Lime formation.

On July 6, 2006, we announced that we had commenced the drilling of the Elvis Farris #2 well, located on the Farris Lease, in Laurel County, Kentucky, which is under lease by Energy Source, Inc.

Although we have successfully drilled and are producing oil and gas from the wells in which we have an interest, the revenue from the extraction of oil and gas is not a material amount. Accordingly, we do not consider our oil and gas wells to be material to our business operations or financial position. For further information on how we account for the expenses and sales of our oil and gas interests, please refer to the Notes to our financial statements.

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.

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 deficit of $278,043 on May 31, 2007 compared to a surplus of $123,556 at May 31, 2006. Subsequent to May 31, 2007, we have raised an additional $6,420 from Oil & Gas operations and $407,250 through the sale of common shares.

During Fiscal 2007/2008, we estimate that we will expend approximately $365,000 on general and administrative expenses. During Fiscal 2007/2008 we estimate that we will expend approximately $190,000 on property exploration and development expenses.

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, 2007, we had assets valued at $ 42,970 located in Canada; and assets valued at $ 3,519,325 located in the United States.

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.

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 20-F.

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.

Audited financial statements for the fiscal years ended May 31, 2007, May 31, 2006 and May 31, 2005 respectively are included in this 20-F.

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. We have incurred a loss of $465,540 in the year ended May 31, 2007 (2005 - $430,646; 2005 - $ 515,740).

This review of the results of operations should be read in conjunction with our audited financial statements for the years ended May 31, 2007, May 31, 2006 and May 31, 2005.

Fiscal Year Ended May 31, 2007 compared to Fiscal year Ended May 31, 2006
Results of Operations

The Company realized a net loss of $465,540 in fiscal 2007, compared to a net loss of $430,646 in fiscal 2006. Administrative expenses in fiscal 2007 totaled $488,745 as compared to $378,474 in 2006. The expenses increased from the prior year mainly due to the depletion of gas wells of $24,243 and stock based compensation of $66,300. Office, rent and telephone totaled 10,171 compared to $5,737 in 2006. Professional fees were $87,395 compared to $39,808 in 2006. Management and directors’ fees remained stable at $75,396 as compared with $74,440 in 2006. Publicity, promotion and investor relations expenditure increased to $110,413 in fiscal 2007 compared to expenditures of $110,076 in fiscal 2006. The Company paid $41,624 for mining exploration work in 2007 as compared to $163,320 in 2006. Corporation capital taxes decreased to $4,494 in fiscal 2007 compared to $11,549 in fiscal 2006 due to reduction in taxes in the State of Delaware as a result of the reduction in authorized capital of the subsidiary, Teryl Inc. An allowance for depletion of gas wells was expensed in 2007 in the amount of $24,243 compared to $nil in 2006. Stock based compensation costs of $66,300 were expensed in 2007, due to new stock option issuances, compared to $ nil in 2006.

At May 31, 2007, the Company’s Oil and Gas operations had an income of $33,714 compared to an income of $27,154 for the year ended May 31, 2006. The Company also received advances from related parties of $95,765 during fiscal 2007.

Fiscal Year Ended May 31, 2006 compared to Fiscal year Ended May 31, 2005
Results of Operations

During fiscal 2006, revenue from oil and gas operations was $ 27,154 as compared to $ 28,307 for fiscal 2005. The Company also received advances from related parties of $26,956 during fiscal 2006.

Administrative expenses in fiscal 2006 totaled $378,474 as compared to $528,086 in 2005. The expenses decreased from the prior year mainly due to the decreased activity in investor relations, which was $110,076 in fiscal 2006 (2005 - $229,678). Office, rent and telephone totaled $5,737 compared to $5,560 in 2005. Professional fees totaled $39,808 compared to $50,718 in 2005. Management and directors fees decreased to $74,440 in 2006 from $78,319 in 2005. The Company paid $163,320 for mining exploration work in 2006 as compared to $253,967 in 2005. Keltic Bryce Enterprises was paid $ 161,749 regarding their outstanding debenture and accrued interest.

Fiscal Year Ended May 31, 2005 compared to Fiscal year Ended May 31, 2004
Results of Operations

During fiscal 2005, revenue from oil and gas operations was $ 28,307 as compared to $ 21,037 for fiscal 2004.

Administrative expenses in fiscal 2005 totaled $528,086 as compared to $769,158 in 2004. The expenses decreased from the prior year mainly due to the decreased activity in investor relations, which was $229,678 in fiscal 2005 (2004 - $327,302) and management and directors fees which increased to $78,319 from $55,522 in fiscal 2004. Office, rent and telephone totaled $5,560 compared to $5,200 in 2004. Professional fees totaled $50,718 compared to $29,435 in 2004. The Company paid $253,967 for mining exploration work in 2005 as compared to $654,642 in 2004. The Company paid $22,602 for mining acquisitions in 2005 as compared to $20,645 in 2004. Related parties were repaid $142,203 in advances from prior years.

In the past, we have derived most of our development and operating capital primarily from 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.

We received funding in 2007 from our affiliated companies (common officers and directors). The total amount owing to related parties is $172,180 or 57% of total current liabilities as at May 31, 2007. The balances owing to related parties are non-interest bearing, unsecured and repayable on demand. Our affiliated companies have indicated that they will not be demanding repayment of these funds during the next fiscal year and will advance, or pay expenses on behalf of the Company if further funds are needed.

The audited financial statements have been prepared assuming that the Company will continue as a going-concern. As discussed in note 1 to the financial statements, the Company has minimal revenues and limited capital, which together raise substantial doubt about its ability to continue as a going-concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Subsequent to the fiscal year ended May 31, 2007, we received subscriptions pursuant to a private placement for cash proceeds of $407,250.

We anticipate that our cash requirements for the fiscal year ending May 31, 2008 will remain consistent with those for the fiscal year ended May 31, 2007.

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.

During 2007, we financed our operations by the issue of 1,294,340 common shares for cash proceeds of $199,151, which consisted of the issuance of 1,194,340 common shares pursuant to a private placement offerings completed during the year to raise cash proceeds of $179,151 after issue costs, and the issuance of 100,000 shares pursuant to the exercise of share purchase warrants for cash proceeds of $20,000. $95,765 came from advances from related parties; $33,714 from oil and gas revenues; and an opening cash surplus of $209,636 at May 31, 2006. During the fiscal year ended May 31, 2006, $390,492 was spent on operations and $266,365 was spent on exploration of mineral properties and the purchase of a gas well interest. Financing activities during fiscal 2006 consisted of $671,250 in shares issued for cash; $26,956 in advances from related parties less the debenture repayment of $150,000.

During 2007, we spent $210,843 of these funds on operating activities as discussed above under Results of Operation for the year ended May 31, 2007 as compared to $390,492 the year ended May 31, 2006. $290,762 was spent on exploration of mineral properties and purchases of gas well and mineral property interests and office equipment.

Our cash position decreased by $206,689 to $2,947 and our working capital as at May 31, 2007 was $278,043.

During 2006, we financed our operations by the issue of 2,690,500 common shares for cash proceeds of $671,250, which consisted of the issuance of 2,648,000 common shares pursuant to private placement offerings completed during the year to raise cash proceeds of $657,746 after issue costs, the issuance of 37,500 common shares pursuant to the exercise of stock options for cash proceeds of $7,500, and the issuance of 5,000 shares pursuant to the exercise of share purchase warrants for cash proceeds of $1,750.

During 2006, we spent $390,492 of these funds on operating activities as discussed above under Results of Operation for the year ended May 31, 2006 as compared to $529,428 the year ended May 31, 2005.

Our cash position decreased by $108,651 to $209,636 and our working capital as at May 31, 2006 was $123,556.

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.

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, 2007 we had 40,862,528 issued and outstanding common shares (May 31, 2006 – 39,468,188) issued and outstanding common shares), and at October 4, 2007 we had 43,577,528 issued and outstanding common shares. 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 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.

During the year ended May 31, 2007 no stock options were exercised, 1,590,000 stock options expired or were cancelled and 1,900,000 stock options were granted. As at May 31, 2007 we had 2,487,500 stock options outstanding at exercise prices ranging from $0.15 per share to $0.45 per share with expiry dates ranging from March 4, 2008 to April 24, 2012. These stock options vest over a two-year period from the date of grant. Subsequent to May 31, 2007, no stock options have been exercised, nor granted. If exercised, the remaining 2,487,500 stock options would increase our available cash by $522,000.

During the year ended May 31, 2006, 37,500 stock options were exercised, 375,000 stock options expired or were cancelled and no stock options were granted. As at May 31, 2006 we had 2,177,500 stock options outstanding at exercise prices ranging from $0.15 per share to $0.45 per share with expiry dates ranging from October 7, 2006 to March 5, 2009.

As at May 31, 2007 we had 2,418,340 warrants outstanding exercisable. 1,094,340 were exercisable at a price of $0.20 per share before April 11, 2008, and 1,324,000 were exercisable at a price of $0.35 per share before May 17, 2008. If exercised, the outstanding 2,418,340 warrants would increase our available cash by $682,268 at an average price of $0.28.

As at May 31, 2006 we had 1,324,000 warrants outstanding exercisable at a price of $0.30 per share before May 17, 2007 and $0.35 per share before May 17, 2008. If exercised, the outstanding 1,324,000 warrants would increase our available cash by $430,300 at an average price of $0.325.

Contributed surplus was $285,754 as at May 31, 2007 (2006 - $169,401). The increase of $116,353 represents the difference between the fair value of 1,900,000 stock options granted in the fiscal year ended May 31, 2007, being recorded in the Company’s books at the fair value of the outstanding options calculated using the Black-Scholes method of valuation.

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.

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, 2007, 2006 and 2005.

We have adopted the fair value based approach to Stock Based Compensation under the provisions of CICA 3870 and SFAS No. 148. The method of adoption applied by us is permissible under both Canadian and US standards.

There were no expenditures on research and development over the past three years ended May 31, 2005, May 31, 2006 and May 31, 2007. We do not hold any patents, trademarks or copyrights.

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.

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, 2007.

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.

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 Alaska and Arizona, we must incur exploration expenditures on the properties and make payments to the optionors as follows:

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 has no commitment to participate in the drilling of gas wells in Knox & Laurel Counties located in Kentucky, USA, however it has first right of refusal to participate in up to 23 future wells to be drilled.

This annual report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include conclusions of prefeasibility and feasibility studies, estimates of future production, capital and operating costs, prices of silver and gold and other known and unknown risks. These and other factors and uncertainties may cause material differences from future results as expressed or implied by these forward looking statements. These risks, uncertainties and other factors include but are not limited to the risks involved in the exploration and development of a mining and oil and gas business.

All statements, other than statements of historical facts, included in this annual report that address activities, events or developments which we expect or anticipate will or may occur in the future are forward-looking statements. The words "believe", "intend", "expect", "anticipate", "project", "estimate", "predict" and similar expressions are also intended to identify forward-looking statements.

Our estimated or anticipated future results or other non-historical facts are forward-looking and reflect our current perspective of existing trends and information. These statements involve risks and uncertainties that cannot be predicted or quantified, and consequently actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the success of our exploration and development activities, environmental and other regulatory requirements, foreign exchange issues, mineral deposit estimates and mineral prices, competition by other mining or oil and gas companies, financing risks, mineral title issues, insider conflicts of interest, political stability issues, and other risks and uncertainties detailed in this report and from time to time in our other Securities and Exchange Commission (“SEC”) filings.

Consequently, all of the forward-looking statements made in this annual report are qualified by these cautionary statements. We cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected effect on us or our business or operations.

Forward-looking statements are subject to a variety of risks and uncertainties in addition to the risks referred to in “Risk Factors” under Item 3.D above.

As of May 31, 2007, our Board of Directors consisted of four 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 October 4, 2007.

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 1982; 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 and Principal Executive Officer and a Director of IAS Energy, Inc. since its formation in December 1994, a U.S. public company engaged in the acquisition and exploration of oil and gas interests in North America. 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., Argon Investment Corporation, and Airstream Communications, Inc. Mr. 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, and trading on the OTC bulletin board . 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 a founder, and has been Secretary/Treasurer of IAS Energy, Inc. since February 1995. Ms. Lorette 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 mining and oil and gas exploration, since 2001, and a director of Reg Technologies Inc., a British Columbia corporation listed on the TSX Venture Exchange and trading on the OTC bulletin board, since 1984. Ms. Robertson is a citizen and resident of Canada.

Monique van Oord. Director of the Company and Chief Financial Officer since January 2003. Director of Linux Gold Corp. since February 2004, Administrator for several public and private companies from 2002 to date. . 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, judgment, 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 misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

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

The following table sets out the compensation information for the fiscal years ended May 31, 2007, May 31, 2006 and May 31, 2005 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 ($)	Securities Granted under Options⁽²⁾/ SARS⁽³⁾ Granted #	Restricted Shares or Restricted Share Units ($)	LTIP ⁽⁴⁾ Payouts ($)	All Other Compensation ($)
John G. Robertson, President	2007 2006 2005	12,000⁽¹⁾ 12,000⁽¹⁾ 12,000⁽¹⁾	Nil Nil Nil	30,000⁽⁵⁾ 30,000⁽⁵⁾ 30,000⁽⁵⁾	1,000,000 / Nil 990,000 / Nil 990,000 / Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Jennifer Lorette, Director	2007 2006 2005	24,000⁽⁶⁾ 19,000⁽⁶⁾ 25,750⁽⁶⁾	Nil Nil Nil	Nil Nil Nil	100,000 / Nil 100,000 / Nil 100,000 / Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Susanne Robertson, Director	2006 2005 2004	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	500,000 / Nil 500,000 / Nil 500,000 / Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Monique van Oord, Chief Financial Officer, Secretary, Director	2007 2006 2005	15,000⁽⁷⁾ 19,550⁽⁷⁾ 23,500⁽⁷⁾	Nil Nil Nil	Nil Nil Nil	50,000 / Nil 50,000 / Nil 50,000 / Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

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.

The aggregate cash compensation (including salaries, fees, directors’ fees, commissions, bonuses paid/accrued for services rendered during the fiscal year ended May 31, 2007, and any compensation other than bonuses earned during the fiscal year ended May 31, 2006 the payment of which was deferred) paid to the directors and executive officers by the Company and its subsidiaries for services rendered during the fiscal year ended May 31, 2007 was $90,396 ($87,320 in 2006). Included in this amount is $30,000 paid as a management fee to SMR Investments Ltd., (see SMR Management Agreement above) Other than as herein set forth, the Company did not pay any additional compensation to its directors and executive officers (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees).

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.

During the fiscal year ended May 31, 2007 1,900,000 stock options were granted pursuant to stock option plans. No employee options were exercised and 1,590,000 options were cancelled or expired (see Note 10 to our Financial Statements).

Total options currently exercisable at the date of this 20-F are 2,487,500. All exercise prices are CDN dollars as listed in the following tables. See Note 10 to the financial statements.

(1) Jennifer Lorette, a Director, was granted 100,000 options at $0.15 expiring April 24, 2012. Susanne Robertson, a Director, was granted 500,000 options at $0.15, expiring on April 24, 2012.
(2) Total options granted during fiscal 2007 were 1,900,000.
(3) The closing price of the Company’s shares on the TSX Venture Exchange on May 31, 2007 was $0.155.

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

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

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.

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, Susanne Robertson and Jennifer Lorette.

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.

We employed no employees during any of the years ended May 31, 2007, May 31, 2006 and May 31, 2005. 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.

The following table sets forth the ownership of our common shares by our Directors and Officers as at October 4, 2007:

(1) as at October 4, 2007, there were 43,577,528 issued and outstanding common shares.

(2) includes 395,450 shares registered in the name of Access Information Services, a corporation controlled by the Robertson Family Trust; 50,000 shares registered in the name of KLR Petroleum, a corporation controlled by John Robertson, and 1,000,000 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 50,000 options that are currently exercisable. Ms. van Oord’s address is the same as the Company’s.

(5) includes 5,338,883 shares registered in the name of SMR Investments Ltd., and 500,000 options that are currently exercisable, . Ms. Robertson's address is the same as the Company’s.

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”.

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.

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, 2007, we are aware of the following shareholders who owns 5% or greater of the voting shares of the Company:

Over the past three years, there has not been a significant change in the percentage ownership held by any major shareholder. The Company’s major shareholders do not have different voting rights from any other holder of common shares.

On August 31, 2007, our shareholders list showed 43,577,528 common shares outstanding with registered and indirect holding by depository institutions and other financial institutions estimated as 102 holders of record resident in Canada, holding an aggregate of 34,898,625 common shares; 140 holders of record resident in the United States, holding an aggregate of 6,943,653 common shares; and 6 holders of record resident elsewhere holding an aggregate of 1,735,250 common shares.

We are a publicly owned, widely-held Canadian corporation, with shareholders in Canada, the United States and other foreign jurisdictions. We are not controlled by another corporation, by any foreign government, or other natural or legal person, other than John Robertson and Susanne Robertson listed above. We do not know of any arrangements which could result in a change in control of the Company.

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.

We had related party advances owing of $172,180 at the May 31, 2007 year-end, compared to $ 76,415 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, 2007 are as follows:

1. 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.

2. Office rent amounted to $15,018 (2006 - $17,040; 2005 - $16,680) for the year ended May 31, 2007 of which $4,847 (2006 - $11,360; 2005 - $11,120) has been shared with Reg Technologies Inc. and REGI US, Inc. As of May 31, 2007, $2,856 (2006 - $Nil; 2005 - $Nil) was receivable from REGI US, Inc. to the Company.

3. SMR Investments Ltd. is a private company controlled by an officer of the Company. 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 (2006 - $30,000; 2005 - $30,000) by SMR during the current year.

4. The Company holds 15,880 shares of Linux Gold Corp, a British Columbia public company with common directors.

5. Directors fees of $12,000 (2006 - $12,000; 2005 - $12,000) were paid to J. Robertson, President of the Company; administration consulting fees of $24,000 (2006 - $19,000; 2005 - $25,750) were paid to J. Lorette, a director of the Company and secretarial fees of $15,000 (2006 - $19,550; 2005 - $23,500) were paid to M. van Oord, a director of the Company.

6. Fees of $9,396 (2006 - $6,770; 2005 - $9,019) were paid to KLR Petroleum Ltd. (which is controlled by an officer of the Company) for administration of the Company payroll and benefit plan.

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.

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

Our audited consolidated financial statements for the fiscal years ended May 31, 2007, May 31, 2006 and May 31, 2005 are attached hereto.

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

Our shares trade on the TSX Venture Exchange (the "TSXV"), since July 1985, under the symbol TRC-V. There are currently no restrictions on the transferability of these shares under Canadian securities laws. In addition, there has been a very limited U.S. market in our shares on the "Pink Sheets" for the past several years, under the symbol “TRYLF”. We are not specifically aware of prices and other trading details for any shares which have or may have traded on the "Pink Sheets".

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

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

(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.)

The following table shows the high and low closing prices of our stock traded on the TSX Venture Exchange during the most recent six months, for each month as follows:

(*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.)

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 therefore 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 preemptive 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 Business Corporations Act (British Columbia). 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, 2007, the share purchase warrants outstanding. As of May 31, 2007, we were aware of 6 holders of our 2,418,340 share purchase warrants, 5 of whom were resident in Canada, 1 holder was offshore and no holders were resident in the United States. These warrants were issued in conjunction with two private placements for the purchase of a total of 3,842,340 units (consisting of common shares with warrants).

We are working with our sponsor Market Maker, Westminster Securities, Inc., to apply to quote our common shares on the OTC Bulletin Board quotation service upon reaching effectiveness and the no-comment stage of this 20-F.

As of May 31, 2007, a total of 40,862,528 common shares have been issued and fully paid for a total of $10,839,258. As of August 31, 2007, a total of 43,577,528 common shares have been issued and fully paid for a total of $11,246,508.

Below is a summary of the Company’s outstanding shares during the year ended May 31, 2007, and the three months ended August 31, 2007:

(i) On February 14, 2007, 100,000 common shares were issued at $0.16 per share to Linux Gold Corp. under the terms of the Fish Creek mineral property agreement.

(ii) On April 7, 2007, the Company issued 1,194,340 units of capital stock pursuant to a Private Placement with 4 placees at a price of $0.15 per unit. Each unit consists of one share and one share purchase warrant exercisable within one year for $0.20 per share.

(iii) On May 23, 2007, an individual exercised warrants for 100,000 shares at a price of $0.20 per share

(iv) The Company completed a private placement on August 30, 2007 for 2,175,000 units at $0.15 per unit. Each unit consists of one common share and one share purchase warrant exercisable for $0.20 per share in the first year and $0.25 per share in the second year.

The Company has the following share purchase warrants outstanding as at May 31, 2007. Each whole share purchase warrant entitles the holder to purchase one common share of the Company:

(i) On May 17, 2006, the Company issued 2,648,000 units of capital stock pursuant to a Private Placement with 3 placees at a price of $0.25 per unit. Each unit consists of one share and one-half share purchase warrant exercisable within one year for $0.30 per share (or for $0.35 within the second year).

The Company has the following share purchase warrants outstanding as at August 31, 2007. Each whole share purchase warrant entitles the holder to purchase one common share of the Company:

(iii) On August 31, 2007, the Company issued 2,715,000 units of capital stock pursuant to a Private Placement with 36 placees at a price of $0.15 per unit. Each unit consists of one share and one share purchase warrant. Each Warrant enables the investor to purchase one additional share of Common Stock at $0.20 in the first year or $0.25 in the second year from the date the units are issued.

The following table summarizes the stock options outstanding and exercisable at May 31, 2007 and August 31, 2007:

The following table sets out the history of the Company’s share capital for the past five fiscal years:

A. On December 11, 2002, the Company issued 1,500,000 units of capital stock at a price of $ 0.10 per unit, pursuant to a Private Purchase agreement, to net the treasury $ 150,000. Each unit consists of one common share and one share purchase warrant exercisable within the first year for $ 0.12 and $ 0.15 within the second year per common share.

B. On December 20, 2002, an employee, exercised an Employee Stock Option for 12,500 shares at $0.15per share to net the treasury $ 1,875.

C. On January 15 and 23, 2003, two individuals exercised Private placement warrants for a total of 275,000 shares at $ 0.12 per share to net the treasury $ 33,000.

D. On May 23, 2003, the Company issued 217,350 shares of capital stock at a price of $ 0.35 per unit, pursuant to a Private Purchase agreement, to net the treasury $ 76,073. These shares were issued in regards to a subscription received by its subsidiary, Teryl, Inc.

E. On December 16, 2002, the Company issued 200,000 common shares, at a price of $ 0.08 each, to Linux Gold Corp. pursuant to the Fish Creek mineral claims agreement.

F. On June 23, 2003, the president of the Company, exercised a Stock Option for 10,000 shares and on November 28, December 4, 2003 and February 24, 2004 three employees exercised Stock Options for 237,500 shares, at $ 0.15 per share to net the treasury $ 37,125.

G. 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.

H. On October 20, 2003, one individual exercised Private placement warrants for a total of 250,000 shares at $ 0.12 per share to net the treasury $ 30,000.

I. On November 21, 2003, 50,000 shares at $ 0.40 per share were issued on the exercise of stock options.

J. 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 common share and one-half share purchase warrant exercisable within one year for $ 0.50 per common share.

K. In December, 2003 and January, March and April, 2004, private placement warrants totalling 193,500 shares at $ 0.30 per share were exercised.

L. 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.

M. On March 9, 2004, the Company issued 201,600 common shares at $0.35 per share for settlement of debt totalling $ 70,560.

N. 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.

O. 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.P. 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.

Q. On February 23, 2006, a consultant exercised a portion of his stock option for 37,500 common shares at a price of $ 0.20 to net the treasury $ 7,500.

R. On May 17, 2006, the Company issued 2,648,000 units of capital stock pursuant to a Private Placement with 3 placees at a price of $0.25 per unit. Each unit consists of one share and one-half share purchase warrant exercisable within one year for $0.30 per share (or for $0.35 within the second year).

S. On May 18, 2006, one individual exercised warrants for 5,000 shares at a price of $0.35 per share.

T. On February 14, 2007, 100,000 common shares at a deemed value of $0.16 each were issued to Linux Gold Corp. under the terms of the Fish Creek mineral property agreement.

U. On April 7, 2007, the Company issued 1,194,340 units of capital stock pursuant to a Private Placement with 3 placees at a price of $ 0.15 per unit to net the treasury $ 179,151. Each unit consists of one share and one share purchase warrant which may be exercised within one year for $ 0.20 per share.

V. On May 23, 2007, an individual exercised warrants for 100,000 shares at a price of $ 0.20, to net the treasury $ 20,000.

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 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.

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.

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.

During the years ended May 31, 2007 and May 31, 2006, we entered into the following material contracts.

On March 5, 2002 we announced that a joint venture has been completed for a 50% interest in 30 Fish Creek claims in Alaska based on the following terms and conditions. The Company would issue 200,000 treasury shares of its common shares, which shares were issued on December 16, 2002, and will give to Linux Gold Corp. a 5% royalty interest until $2,000,000 U.S. has been received from the royalty payments. We may purchase the 5% net royalty for $500,000 U.S. within 1 year after production. We also agree to expend a minimum of $500,000 U.S. after three years from the date of the agreement.

On November 4, 2002, we amended the March 5, 2002 agreement with Linux Gold Corp. We agreed that in consideration for receiving a mining license which was not disclosed to us at the time of the March 5, 2002 agreement, both parties agreed to grant Linux a back in working interest for a 25% interest in the mining lease after Teryl completes the US$500,000 expenditures.

In March 2007, the joint venture agreement was extended until March 5, 2009. Other than the extension, all other terms remain the same.

The Company entered into agreements with IAS Energy, Inc. (formerly IAS Communications, Inc.), a company with common directors, to purchase 40% interests (subject to 40% net revenue interests to others) on May 18, 2006, in the Ken Lee #1 natural gas well for $103,045 ($92,500 US); on June 8, 2006, in the Elvis Farris #2 natural gas well for $104,461 ($92,500 US); and on July 31, 2006, in the Clarence Bright #1 natural gas well for $104,673 ($92,500 US). All the wells are located in Knox or Laurel Counties, Kentucky, USA. The Company has first refusal rights to

participate in up to 21 future wells, which expires in October, 2007. The Ken Lee well commenced production in June, 2006; the Elvis Farrell well commenced production in August, 2006; and the Clarence Bright well commenced production in December, 2006.

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.

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”).

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.

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.

Our financial statements included in this 20-F for the years ended May 31, 2007, 2006, and 2005 were audited by Morgan & Company, Chartered Accountant as stated in their reports 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.

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.

The Company files annual reports and furnishes other information with the SEC. You may read and copy any document that we file at the SEC's Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 or by accessing the Commission’s website (http://www.sec.gov). The Company also files its annual reports and other information with the Canadian Securities Administrators via SEDAR (www.sedar.com).

We hold a 100% interest Teryl, Inc., a private Delaware corporation which is currently inactive.

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

We carried out an evaluation, under the supervision and with the participation of our management, including the President, and the Chief Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” [as defined in the Exchange Act Rule 13a-15(e)] as of the end of the period covered by this report. Based upon the evaluation of the effectiveness of the disclosure controls and procedures as of the end of the period covered by this 20-F, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, the disclosure controls and procedures were effective at the reasonable assurance level with respect to such disclosure controls and procedures being designed to ensure that information relating to the Registrant required to be disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable , and not absolute assurance, of achieving the desired control objectives, and management necessarily was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

There was no significant change in our internal control over financial reporting that occurred during our most recently completed fiscal year ended May 31, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Nor were there any significant deficiencies or material weaknesses in our internal controls requiring corrective actions.

Extension of Compliance Date for Management’s Report on Internal Control Over Financial Reporting

The Company is a non-accelerated filer as defined in Rule 12b-2 of the Act. On September 21, 2005, the Securities and Exchange Commission extended the compliance dates for non-accelerated filers concerning the provisions of Exchange Act Rule 13a-15(d) or 15d-15(d), whichever applies, requiring an evaluation of changes to internal control over financial reporting requirements with respect to the company’s first periodic report due after the first annual report that must include management’s report on internal control over financial reporting. A company that is a non-accelerated filer must begin to comply with these requirements for its first fiscal year ending on or after July 15, 2007. In addition, the compliance period was extended to the amended portion of the introductory language in paragraph 4 of the certification required by Exchange Act Rules 13a-14(a) and 15d-14(a) that refers to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b). The amended language must be provided in the first annual report required to contain management’s internal control report and in all periodic reports filed thereafter. The extended compliance dates also apply to the amendments of Exchange Act Rules 13a-15(a) and 15d-15(a) relating to the maintenance of internal control over financial reporting.

Under the internal control reporting provisions of the Act, Management will be responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

There were no changes in the Company’s internal controls that have materially affected, or are reasonably likely to materially affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

We do not currently have a financial expert in our audit committee due to our relatively small size. In 2006, 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 & 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.

We have not adopted a formal written code of ethics given our relatively small size, whereby we had no employees in 2006.

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 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

This item is not applicable as the Company’s common shares have not yet completed registration pursuant to section 12 of the Exchange Act.

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.

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 then existing Articles of the Company and replacing the Articles in their entirety with new Articles of the Company	(1)
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	Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated 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 – 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)
4.10	Natural Gas Well Interest Agreement between Teryl Resources Corp. and IAS Energy, Inc. dated May 18, 2006	(8)
4.11	Mineral Property Agreement between Teryl Resources Corp. and Frederic & John Rothermel - Gold Hill Property – June 10, 2006	(8)
8.1	List of Subsidiaries – Teryl, Inc. (a Delaware corporation)	(8)
14.1	Consent of Morgan & Company	(8)

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

Adits: A horizontal or nearly horizontal passage driven from the surface for the working or dewatering of a mine.

Allochthonous terrane: a series of rocks; used in the description of rocks in a general, formed or produced elsewhere than in its present place

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

Amphibolite: crystalloblastic rock consisting mainly of amphibole and plagioclase with little or no quartz. As the content of quartz increases, the rock grades into hornblende plagioclase gneiss

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

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.

Dynamothermal metamorphism: A form of regional metamorphism that acts on rocks caught between two converging plates and is initially caused by directed pressure from the plates, which causes some of the rocks to rise

and others to sink, sometimes by tens of kilometers. The rocks that fall then experience further dynamothermal metamorphism, this time caused by heat from the Earth's interior and lithostatic pressure from overlying rocks Eclogite: A coarse-grained, deep-seated ultramafic rock, consisting essentially of garnet (almandine-pyrope) and pyroxene (omphacite). Rutile, kyanite, and quartz are typically present.

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

Felsic: A mnemonic adjective derived from (fe) for feldspar, (l) for lenad or feldspathoid, and (s) for silica, and applied to light-colored rocks containing an abundance of one or all of these constituents.

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

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.

Greenschis: schistose metamorphic rock whose green color is due to the presence of chlorite, epidote, or actinolite.

Hypabyssal: Pertaining to an igneous intrusion, or to the rock of that intrusion, whose depth is intermediate between that of abyssal or plutonic and the surface.

Ilmenite: The mineral group geikielite, ilmenite, and pyrophanite. Also called menaccanite; titanic iron ore.

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

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

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

Lithologies: The character of a rock described in terms of its structure, color, mineral composition, grain size, and arrangement of its component parts; all those visible features that in the aggregate impart individuality to the rock.

Lithophile: Said of an element that is concentrated in the silicate rather than in the metal or sulfide phases of meteorites. Such elements concentrate in the Earth's silicate crust in Goldschmidt's tripartite division of elements in the solid Earth

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

Mafic: Pertaining to or composed dominantly of the ferromagnesian rock-forming silicates; said of some igneous rocks and their constituent minerals

Measured resource: 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.

Monzonite: granular plutonic rock containing approx. equal amounts of orthoclase and plagioclase, and thus intermediate between syenite and diorite. Quartz is minor or absent. Either hornblende or diopside, or both, are present and biotite is a common constituent. Accessories are apatite, zircon, sphene, and opaque oxides. The intrusive equivalent of latite.

Net profit interest (NPI): effectively a royalty based on the net profits generated after recovery of all csts

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.

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.

Pluton: A body of medium- to coarse-grained igneous rock that formed beneath the surface by crystallization of a magma

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: 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

Scheelite: varicolored, fluoresces bright blue mineral; in limestone and pneumatolitic veins near granite contacts, granite pegmatites; a source of tungsten

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

Terrane: A region considered in relation to its fitness for some purpose; an extent of ground or territory

Tholeiitic: Any of a series of igneous rocks that are similar in composition to basalt, but are richer in silica and iron and poorer in aluminum than basalt is.

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

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 registration statement and annual report on its behalf.

INTRODUCTION			5
PART I			6
	ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS		6
	ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE		8
	ITEM 3. KEY INFORMATION		8
		A. SELECTED FINANCIAL DATA	8
		B. CAPITALIZATION AND INDEBTEDNESS	10
		C. REASON FOR THE OFFER AND USE OF PROCEEDS	10
		D. RISK FACTORS	11
	ITEM 4. INFORMATION ON THE COMPANY		17
		A. HISTORY AND DEVELOPMENT	17
		B. BUSINESS OVERVIEW	19
		C. ORGANIZATIONAL STRUCTURE	23
		D. PROPERTY, PLANT AND EQUIPMENT	23
	ITEM 4A. UNRESOLVED STAFF COMMENTS		46
	ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS		46
		A. OPERATING RESULTS	47
		B. LIQUIDITY AND CAPITAL RESOURCES	48
		C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.	50
		D. TREND INFORMATION	50
		E. OFF-BALANCE SHEET ARRANGEMENTS	50
		F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS	50
		G. SAFE HARBOR	52
	ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		52
		A. DIRECTORS AND SENIOR MANAGEMENT	52
		B. COMPENSATION	54
		C. BOARD PRACTICES	56
		D. EMPLOYEES	56
		E. SHARE OWNERSHIP	57
	ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		57
		A. MAJOR SHAREHOLDERS	57
		B. RELATED PARTY TRANSACTIONS.	58
		C. INTERESTS OF EXPERTS AND COUNSEL.	59
	ITEM 8. FINANCIAL INFORMATION		59
		A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	59
		B. SIGNIFICANT CHANGES	59
	ITEM 9. THE OFFER AND LISTING		59
		A. OFFER AND LISTING DETAILS	59
		B. PLAN OF DISTRIBUTION	61
		C. MARKETS	61
		D. SELLING SHAREHOLDERS	61
		E. DILUTION	61
		F. EXPENSES OF THE ISSUE	61
	ITEM 10. ADDITIONAL INFORMATION		62

Name	Age	Date First Elected or Appointed
John Robertson (2)	66	October 25, 1985
Jennifer Lorette (1)(2)	35	February 20, 2001
Susanne Robertson (1)(2)	61	September 12, 1990
Monique van Oord (1)(2)	46	October 17, 2002

Name	Age	Date First Elected or Appointed
John Robertson , President and Secretary (1)	66	October 25, 1985
Monique van Oord , Chief Financial Officer (1)	46	October 17, 2002

Year	Average (CAD $)	Low/High (CAD$)	May 31 (CAD $)
2007	1.1362	1.1852/1.0701	1.0701
2006	1.1738	1.0989/1.2578	1.1027
2005	1.2602	1.1775/1.3772	1.2512
2004	1.3435	1.2690/1.4114	1.3666
2003	1.5257	1.3446/1.5963	1.3712

43,577,528 shares issued and outstanding	$11,246,508
Contributed Surplus	$285,754
Retained Earnings (deficit)	$(8,013,425)
Net Stockholders’ Equity	$3,501,018
TOTAL CAPITALIZATION
Stock Options Outstanding	2,487,500
Warrants Outstanding	5,133,340
Preference Shares Outstanding:	Nil
Capital Leases:	Nil
Guaranteed Debt	Nil
Secured Debt:	Nil

		A. SHARE CAPITAL	62
		B. MEMORANDUM AND ARTICLES OF ASSOCIATION	66
		C. MATERIAL CONTRACTS	68
		D. EXCHANGE CONTROLS	69
		E. TAXATION.	69
		F. DIVIDENDS AND PAYING AGENTS	70
		G. STATEMENT BY EXPERTS	70
		H. DOCUMENTS ON DISPLAY.	70
		I. SUBSIDIARY INFORMATION.	71
	ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		71
	ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		72
PART II			72
	ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		72
	ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		72
		A. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS	72
		B. USE OF PROCEEDS	72
	ITEM 15. CONTROLS AND PROCEDURES		72
	ITEM 15T. CONTROLS AND PROCEDURES		73
	ITEM 16. [Reserved]		73
	ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT		73
	ITEM 16B. CODE OF ETHICS		74
	ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES		74
	ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		74
	ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		74
PART III			74
	ITEM 17. FINANCIAL STATEMENTS		74
	ITEM 18. FINANCIAL STATEMENTS		74
	ITEM 19. EXHIBITS		75
	GLOSSARY OF MINING TERMS		76
	SIGNATURE PAGE		80

Month	Year	High (CAD$)	Low (CAD$)
September	2007	1.0546	0.9959
August	2007	1.0754	1.0497
July	2007	1.0689	1.0372
June	2007	1.0727	1.0579
May	2007	1.1136	1.0701
April	2007	1.1583	1.1068
March	2007	1.181	1.153

Fiscal 2003	$ 19,452 (1)
Fiscal 2004	$ 32,375 (2)
Fiscal 2005	$ 39,686 (3)
Fiscal 2006	$ 103,045 (4)
Fiscal 2007	$ 249,138 (5)

Expense ($)	Gil Property	West Ridge Property	Black Dome (1)	Fish Creek (2)	Gold Hill
Geology	1,299,592	246,850	Nil	53,113	15,702
Drilling and Trenching	769,090	Nil	Nil	62,306	nil
Geophysics	Nil	351,113	Nil	11,798	Nil
Admin.	Nil	33,112	Nil	14,354	3,248
Tech. Anal.	7,383	6,789	Nil	20,569	Nil
Acquisition Costs	31,127	116,189	Nil	49,538	34,231

Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Mineral Property Obligations	US$500,500	US$428,500	US$72,000	Nil	Nil
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 Canadian GAAP	Nil - -	Nil - -	Nil - -	Nil - -	Nil - -
Total	US$500,500	US$428,500	US$72,000	Nil	Nil

Property	Calendar Year	Option/Advance Royalty Payment	Expenditure Commitment	Number of Shares
Gil Property, Alaska	2008	US$ -	US$ -	-
	2009	US$ -	US$ -	-
West Ridge Property, Alaska	2008	US$ -	US$ -	-
	2009	US$ -	US$ -	-
Fish Creek, Alaska	2008	US$ -	US$ 185,375	100,000
	2009	US$ -	US$ 185,375	-
Black Dome, Alaska	2008	US$ -	US$ -	-
	2009	US$ -	US$ -	-
Gold Hill, Arizona	2008	US$ 24,000	US$ 15,000	-
	2009	US$ 24,000	US$ 15,000	-

Name	Position with the Company	Age	Date of First Election or Appointment
John G. Robertson (2)(3)	President, Director	66	October 25 , 1982
Jennifer Lorette (1)(3)	Director	35	February 20, 2004
Susanne Robertson (1)(3)	Director	61	September 12 , 1990
Monique van Oord (1)(2)(3)	Chief Financial Officer, Secretary, Director	46	October 17, 2002

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

(2)	During fiscal 2007, Mr. Robertson, President, Secretary and a Director, held 990,000 options exercisable at $0.15, which expired on April 24, 2007. On April 24, 2007, Mr. Robertson was granted 1,000,000 options at $0.15, expiring on April 24, 2012. Jennifer Lorette, a Director, held 100,000 options exercisable at $0.15 per share. These options expired on April 24, 2007. Ms. Lorette was granted 100,000 options at $0.15 expiring April 24, 2012. Susanne Robertson, a Director, held 500,000 options exercisable at $0.15, which expired on April 24, 2007. On April 24, 2007, Ms. Robertson was granted 500,000 options at $0.15, expiring on April 24, 2012. During fiscal 2007, Monique van Oord, an Officer and Director, held 50,000 options exercisable at $0.35. On April 24, 2007, Ms. van Oord’s options were repriced to $0.15, but require disinterested shareholder approval, at the Company’s annual shareholder meeting scheduled for October 30, 2007, to effect the repricing.

(3)	"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.

(4)	"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.

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

(6)	Jennifer Lorette, a Vice President, received consulting fees directly and wages were paid through KLR Petroleum Ltd. which administers the payroll for the Company and related parties.

(7)	Monique van Oord, Chief Financial Officer, received consulting fees directly and wages were paid through KLR Petroleum Ltd. which administers the payroll for the Company and related parties.

Name	Number of Options Granted	% of Total Options Granted as of May 31, 2007	Exercise or Base Price ($/Security)	Date of Grant	Mkt. Value of Securities Underlying Options on Date of Grant ($) (3)	Expiry Date
Directors who are not Named Executive Officers (1)	600,000	24.1% (2)	$0.15	April 24, 2007	$93,000	April 24, 2012

Name of Shareholder	No. of Common Shares Owned	Percentage of Outstanding Common Shares
Susanne Robertson	6,029,983 (5)	14.98%
John G. Robertson	2,196,014 (2)	7.33%

Year	High ($CDN)	Low ($CDN)	Close ($ CDN)
2007	0.37	0.145	0.155
2006	0.41	0.185	0.275
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

Period	High	Low	Close	Volume
2007
Q4 5/31/07	0.185	0.15	0.155	1,137,110
Q3 2/28/07	0.185	0.145	0.155	1,923,679
Q2 11/30/06	0.26	0.17	0.18	2,322,170
Q1 8/31/06	0.37	0.26	0.26	1,539,332
2006
Q4 5/31/06	0.41	0.255	0.275	2,370,397
Q3 2/28/06	0.39	0.20	0.355	2,176,794
Q2 11/30/05	0.28	0.185	0.235	1,250,975
Q1 8/31/05	0.33	0.23	0.235	739,925

NAME OF OPTIONEE	NUMBER OF OPTIONS	EXERCISE PRICE (CDN $)	EXPIRY DATE
John G. Robertson	1,000,000	$0.15	April 24, 2012
Jennifer Lorette	100,000	$0.15	April 24, 2012
Monique van Oord	50,000	$0.35	April 24, 2012
Susanne Robertson	500,000	$0.15	April 24, 2012
TOTAL HELD AS A GROUP:	1,650,000

Name of Optionee	No. of Optioned Shares	Exercise Price Per Share	Expiry Date
Arnie Winrob	50,000	$0.15	April 24, 2012
Cheryl Derbyshire	25,000	$0.18	November 2, 2011
James Kerr	75,000	$040	March 4, 2008
Peter Zihlmann	112,500	$0.20	October 20,2008
George Duggan	300,000	$0.45	November 13, 2008
Agoracom Investor Relations Corp.	250,000	$0.285	June 1, 2009
Barbara West	25,000	$0.15	June 11, 2011
TOTAL HELD AS A GROUP:	837,500

Shareholder	Number of shares issued and outstanding	Percentage ownership (1)
John G. Robertson	3,196,014 (2)	7.33%
Jennifer Lorette	212,800 (3)	*
Monique van Oord	85,000 (4)	*
Susanne Robertson	6,529,983 (5)	14.98%

	(1)	Of the 6,029,983 common shares owned by Susanne Robertson, 691,600 common shares are held directly and the balance of 5,338,883 common shares are held by SMR Investments Ltd., a private company wholly-owned by Susanne M. Robertson..
	(2)	Of the 2,196,014 common shares owned by John G. Robertson, 1,750,564common shares are held directly, 395,450,000 common shares are held by Access Information Services Inc., a private company wholly-owned by The Robertson Family Trust, and 50,000 common shares are held by KLR Petroleum, a corporation controlled by Mr. Robertson.

Month	High*	Low*
2007, September	0.26	0.19
2007, August	0.35	0.25
2007, July	0.375	0.27
2007, June	0.31	0.27
2007, May	0.37	0.26
2007, April	0.17	0.155

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
May 17, 2006	1,324,000	1,324,000	0.30	0.35	May 17, 2008
April 7, 2007	1,194,340	1,094,340	0.20	-	April 11, 2008

	NUMBER
	OF
	SHARES		AMOUNT

Balance, May 31, 2006	39,468,188	$	10,624,107

Shares issued for mineral properties (i)	100,000		16,000
Private placement (ii)	1,194,340		179,151
Private placement warrants exercised (iii)	100,000		20,000
	1,394,340		215,151
Balance, May 31, 2007	40,862,528	$	10,839,258

Private placement (iv)	2,175,000		407,250

Balance, August 31, 2007	43,575,528	$	11,246,508

	Number of	Resulting	Exercise Price Per	Expiry Date
	Warrants	Number	Share
		of	(CDN $)
		Common
		Shares

Private placement warrants (i)	1,094,340	1,094,340	$0.20	April 11, 2008
Private placement warrants (ii)	1,324,000	1,324,000	$0.35	May 17, 2008

	Number of Options	Price	Expiry Date
Consultants’ options	75,000	$ 0.40	March 4, 2008
Consultants’ options	112,500	$ 0.20	October 20, 2008
Consultants’ options	300,000	$ 0.45	November 13, 2008
Directors’ options	50,000	$ 0.15	March 5, 2009
Consultants’ options	250,000	$ 0.285	June 1, 2009
Consultants’ options	25,000	$ 0.15	June 11, 2011
Employees’ options	25,000	$ 0.18	November 2, 2011
Directors’ options	1,600,000	$ 0.15	April 24, 2012
Employees’ options	50,000	$ 0.15	April 24, 2012
	2,487,500

Fiscal Year	Nature of Share	Number of	Amount (Cdn $)
	Issuance	Shares
Fiscal 2003	Private placement	A	1,500,000	150,000
	Employee stock option exercised	B	12,500	1,875
	Private placement warrants exercised	C	275,000	33,000
	Private placement	D	217,350	76,073
	Issued for Mineral Property Fish Creek mineral property	E	200,000	16,000
Fiscal 2004	Stock options exercised	F	247,500	37,125
	Private placement	G	2,000,000	495,887
	Private placement warrants exercised	H	250,000	30,000
	Stock option exercised	I	50,000	20,000
	Private placement	J	3,000,000	1,026,375
	Private placement warrants exercised	K	193,500	58,050

	Private placement	L	2,000,000	982,750
	Debt settlement	M	201,600	70,560
Fiscal 2005	Private placement warrants exercised	N	622,000	186,600
	Private placement warrants exercised	O	975,000	146,250
	Private placement	P	2,000,000	593,363
Fiscal 2006	Stock option exercised	Q	37,500	7,500
	Private placement	R	2,648,000	662,000
	Stock option exercised	S	5,000	1,750
Fiscal 2007	Mineral property shares issued	T	100,000	16,000
	Private placement	U	1,194,340	179,151
	Private placement warrants exercised	V	100,000	20,000

	-	$5,655 ($ 5,000 US) for a 90 day option and $ 11,268 ($ 10,000 US) to complete a due diligence within 90 days (paid),
	-	$7,000 ($ 6,000 US) paid January 5, 2007 to the Vendors, with $ 6,000 US payments to be made each quarter, (all required quarterly payments have been paid)
	-	to complete a $ 50,000 US first phase exploration program conducted by the Vendors,
	-	$250,000 US per year upon commencement of production.

Type of Services Rendered	2007 Fiscal Year	2006 Fiscal Year
(a) Audit Fees	$30,500	$25,000
(b) Audit-related Fees	$25,875	$8,075
(c) Tax Fees	$1,850	$1,320
(d) All Other Fees	$9,800	$750

(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)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year-ended May 31, 2005

(7)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year-ended May 31, 2006

(8)	attached hereto.

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

Dated: October 17, 2007	By:	/s/ John G. Robertson
		John G. Robertson
		President/Director