20-F 1 tournigan20f03302010.htm TOURNIGAN ENERGY FORM 20-F MD Filed by Filing Services Canada Inc.  (403) 717-3898
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 20-F
 
  o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
  x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended September 30, 2009
 
OR
 
  o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to ______
 
OR
 
 o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number   000-50486                      

TOURNIGAN ENERGY LTD.
(Exact name of Registrant as specified in its charter)

BRITISH COLUMBIA, CANADA
(Jurisdiction of Incorporation or organization)

Unit 1 – 15782 Marine Drive, White Rock, British Columbia, Canada, V4B 1E6
(Address of Principal Executive Offices)

 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each Class
 
Name of each exchange on which registered
None
 
N/A
 
Securities registered or to be registered pursuant to Section 12(g) of the Act:
 
1

 
Common Shares, without par value
 
 
(Title of Class)
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 
N/A
(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 by the annual report:
 
122,697,859 common shares
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes o                        No x  
 
If this report is an annual or transition report, indicated 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 o                        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 o  
 
Indicate by check mark whether the registration has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.
 
Yes o                           No o
 
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 o                                            Accelerated filer o                                 Non-accelerated filer x  
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
 
U.S. GAAP  o
International Financial Reporting Standards as issued
Other x
 
By the International Accounting Standards Board o
 
2

 
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 
Item 17 x        Item 18 o
 
If this is an annual report, indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
 
           Yes   o                     No  x  

 

 

 

 

 

 

 

 

 

 
3


 
Table of Contents
   
       
PART I
     
     
GLOSSARY OF TERMS
   
     
     
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES
 
5
     
GLOSSARY OF MINING TERMS
 
5
     
NI 43-101 DEFINITIONS
 
6
SEC INDUSTRY GUIDE 7 DEFINITIONS
 
7
     
NOTE ON FORWARD LOOKING INFORMATION
 
7
       
ITEM 1
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
 
9
       
ITEM 2
OFFER STATISTICS AND EXPECTED TIMETABLE
 
9
       
ITEM 3
KEY INFORMATION
 
9
       
A.
SELECTED FINANCIAL DATA
 
9
B.
CAPITALIZATION AND INDEBTEDNESS
 
10
C.
REASONS FOR THE OFFER AND USE OF PROCEEDS
 
10
D.
RISK FACTORS
 
10
       
ITEM 4
INFORMATION ON TOURNIGAN
 
20
       
A.
HISTORY AND DEVELOPMENT OF TOURNIGAN
 
20
    B. BUSINESS OVERVIEW 23
C.
ORGANIZATIONAL STRUCTURE
 
27
D.
PROPERTY
 
28
       
ITEM 5
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
35
       
A.
OPERATING RESULTS
 
35
B.
RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
 
39
    C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 39
D.
TREND INFORMATION
 
39
E.
OFF-BALANCE SHEET ARRANGEMENTS
 
39
F.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
 
39
G.
CRITICAL ACCOUNTING POLICIES
 
40
       
ITEM 6
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
41
       
A.
DIRECTORS AND SENIOR MANAGEMENT
 
41
B.
COMPENSATION
 
43
C.
BOARD PRACTICES
 
45
    D. EMPLOYEES 54
    E. SHARE OWNERSHIP 54
       
       
ITEM 7
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
56
       
A.
MAJOR SHAREHOLDERS
 
57
B.
RELATED PARTY TRANSACTIONS
 
57
C.
INTERESTS OF EXPERTS AND COUNSEL
 
58
       
ITEM 8
FINANCIAL INFORMATION
 
58
       
A.
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
 
58
B.
SIGNIFICANT CHANGES
 
58
       
ITEM 9
THE OFFER AND LISTING
 
59
       
A.
OFFER AND LISTING DETAILS
 
59
B.
PLAN OF DISTRIBUTION
 
60
C.
MARKETS
 
60
D.
SELLING SHAREHOLDERS
 
60
E.
DILUTION
 
60
F.
EXPENSES OF THE ISSUE
 
60
       
ITEM 10
ADDITIONAL INFORMATION
 
60
       
A.
SHARE CAPITAL
 
60
B.
MEMORANDUM AND ARTICLES OF ASSOCIATION
 
66
C.
MATERIAL CONTRACTS
 
67
D.
EXCHANGE CONTROLS
 
67
E.
TAXATION
 
67
F.
DIVIDENDS AND PAYING AGENTS
 
74
G.
STATEMENT BY EXPERTS
 
74
H.
DOCUMENTS ON DISPLAY
 
74
I.
SUBSIDIARY INFORMATION
 
75
       
ITEM 11
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
75
       
ITEM 12
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 
75
       
ITEM 13
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
75
       
ITEM 14
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
 
75
       
ITEM 15
CONTROLS AND PROCEDURES
 
75
       
ITEM 16 A
   
76
       
A
AUDIT COMMITTEE FINANCIAL EXPERT
 
76
B
CODE OF ETHICS
 
76
C
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
77
D
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
78
E
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
78
       
ITEM 17
FINANCIAL STATEMENTS
 
78
       
ITEM 18
FINANCIAL STATEMENTS
 
78
       
ITEM 19
EXHIBITS
 
79
       
APPENDIX REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   
 
 
 
4

 
 
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES
 
 
The mineral estimates in this Annual Report on Form 20-F have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws.  The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under the United States Securities Act of 1993, as amended (the “Securities Act”).  Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
 
 
In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC.  Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.  “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.  Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.
 
 
Accordingly, information contained in this Annual Report on Form 20-F and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
 

 

 

Glossary of mining terms
 
We estimate and report our resources and we will estimate and report our reserves according to the definitions set forth in NI 43-101.  We will modify and reconcile the reserves as appropriate to conform to SEC Industry Guide 7 for reporting in the U.S.  The definitions for each reporting standard are presented below with supplementary explanation and descriptions of the parallels and differences.

 
 
5

 
NI 43-101 Definitions
   
     
indicated mineral resource
 
The term “indicated mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be established 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.
     
inferred mineral resource
 
The term “inferred mineral resource” refers to 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.
     
measured mineral resource
 
The term “measured mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and 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 reserve
 
The term “mineral reserve” refers to the economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. The 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. A mineral reserve includes diluting materials and allowances for losses that might occur when the material is mined.
     
mineral resource
 
The term “mineral resource” refers to a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.
     
opt
 
Troy ounce per ton
     
probable mineral reserve
 
The term “probable mineral reserve” refers to the economically mineable part of an indicated, and in some circumstances a measured mineral 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.
 
 
6

 
proven mineral reserve1
 
The term “proven mineral reserve” refers to the economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study.
     
qualified person2
 
The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.
 
 SEC Industry Guide 7 Definitions
 
 exploration stage
 
An “exploration stage” prospect is one which is not in either the development or production stage.
     
development stage
 
A “development stage” project is one which is undergoing preparation of an established commercially mineable deposit for its extraction but which is not yet in production. This stage occurs after completion of a feasibility study.
     
mineralized material
 
The term “mineralized material” refers to material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.
     
probable reserve
 
The term “probable reserve” refers to reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
     
production stage
 
A “production stage” project is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.
     
proven reserve
 
The term “proven reserve” refers to reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
     
reserve
 
The term “reserve” refers to that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tonnes and grade to include diluting materials and allowances for losses that might occur when the material is mined.
1 For Industry Guide 7 purposes 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.
 2 Industry Guide 7 does not require designation of a qualified person.
 
NOTE ON FORWARD LOOKING INFORMATION
 
This Annual Report contains certain forward-looking information and forward-looking statements as defined in applicable securities laws.  These statements relate to future events or the Company’s future performance.  All statements other than statements of historical fact are forward-looking statements.  The use  of  any  of  the  words  "anticipate",  "plan",  "continue",  "estimate", "expect",  "may",  "will",  "project", "predict",   "potential",   "should", "believe"  and similar  expressions  is  intended to identify  forward-looking statements.  These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.  These statements speak only as of the date of this Annual Report. These forward-looking statements include but are not limited to, statements concerning:
 
·  
The Company’s strategies and objectives;
·  
The Company’s interest and other expenses;
·  
The Company’s tax position and the tax rates applicable to us;
·  
Political  unrest or  instability  in foreign countries and its impact on the Company’s foreign assets;
·  
The  timing  of  decisions   regarding   the  timing  and  costs  of construction and production with respect to, and the issuance of the necessary permits and other authorizations required for, certain of the Company’s exploration development projects;
·  
The Company’s  estimates  of the  quantity  and quality of the Company’s mineral reserves and resources;
·  
The Company’s planned  capital  expenditures  and the Company’s estimates of reclamation and other costs related to environmental protection;
·  
The Company’s future capital costs, including the costs and potential  impact of complying with existing and proposed environmental laws and regulations in the operation and closure of various operations;
·  
The Company’s financial and operating objectives;
·  
The Company’s exploration, environmental, health and safety initiatives;
·  
The availability  of  qualified   employees  for  the Company’s  operations; and
·  
The outcome of legal proceedings and other disputes in which we are involved.
 
Inherent in forward-looking statements are risks and uncertainties beyond the Company’s ability to predict or control, including:
 
·  
Risks that may affect the Company’s operating or capital plans
·  
Risks generally  encountered in the development of mineral  properties  such as:
o  
unusual  or  unexpected  geological  formations,
o  
unanticipated  metallurgical  difficulties,
o  
ground control problems,
o  
adverse weather  conditions, and
o  
process  upsets  and  equipment   malfunctions;
7

·  
Risks associated  with labour  disturbances  and  unavailability  of skilled labour;
·  
Risks associated with market  prices of the Company’s  principal  commodities,  which  are cyclical and subject to substantial price fluctuations;
·  
Risks created through competition for mining properties;
·  
Risks associated with having little or no history of production;
·  
Risks associated with mineral reserve and resource estimates;
·  
Risks posed by fluctuations in exchange rates and interest rates, as well as general economic  conditions; 
·  
Risks associated with  environmental compliance and changes in  environmental  legislation  and  regulation;
·  
Risks associated with dependence on third party consultants and non-performance by  contractual   counterparties;
·  
Risks   associated  with title claims and other title, license and permit risks;
·  
Social and political  risks associated with operations in foreign countries;
·  
Risks of changes in tax or royalty laws or their  interpretation;
·  
Risks associated with tax reassessments and legal proceedings;
·  
Risks associated with the loss of key personnel;
·  
Risk related to indemnification of officers and directors;
·  
Risks related to having limited financial resources;
·  
Risk of dilution to present and prospective shareholdings;
·  
Credit risk; and
·  
Share price fluctuation risk
 
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Annual Report. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about:
·  
General business and economic conditions;
·  
Interest rates and foreign exchange rates;
·  
The  supply  and  demand  for,  deliveries  of,  and the  level  and volatility  of prices of uranium;
·  
The timing of the receipt of regulatory and  governmental  approvals for the Company’s development projects and other operations;
·  
The  availability  of  financing  for the Company’s  development  projects  on reasonable terms;
·  
The Company’s costs of production and the Company’s production and productivity  levels, as well as those of the Company’s competitors;
·  
The Company’s ability to secure adequate transportation for the Company’s products;
·  
The Company’s ability to procure  mining  equipment and operating  supplies in sufficient quantities and on a timely basis;
·  
The Company’s ability to attract and retain skilled staff;
·  
The  impact of  changes  in foreign exchange rates on the Company’s costs and results;
·  
Engineering and construction timetables and capital costs for the Company’s development and expansion projects;
·  
Costs of closure of various operations;
·  
Market competition;
·  
The accuracy of the Company’s reserve  estimates  (including,  with respect to size, grade and recoverability) and the geological,  operational and price assumptions on which these are based;
·  
Tax benefits and tax rates;
·  
The resolution of environmental  and other  proceedings or disputes; and
·  
Ongoing relations with the Company’s employees and with the Company’s business partners.
 
 
8

 
The reader is cautioned that the foregoing list of important factors and assumptions is not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. The reader should also carefully consider the matters discussed under “Risk Factors" in this Annual Report. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors, whether as a result of new information or future events or otherwise.
 
PART I
 
 
ITEM 1
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
 
 
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
 
 
ITEM 2
OFFER STATISTICS AND EXPECTED TIMETABLE
 
 
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
 
 
ITEM 3
KEY INFORMATION
 
A.           Selected Financial Data
 
The following financial information has been extracted from Tournigan Energy Ltd.’s (the “Company” “Tournigan” “we” “us”) consolidated financial statements for the years indicated and is expressed in Canadian dollars.  The information should be read in conjunction with “Item 5.  Operating and Financial Review and Prospects – A. Operating Results and B. Liquidity and Capital Resources,” and the consolidated financial statements of Tournigan filed herewith.
 
In this Annual Report all currency refers to Canadian Dollars (Cdn$) unless indicated otherwise.
 
Tournigan prepares its financial statements in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”).  The material differences in Tournigan’s financial statements from those principles that Tournigan would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) are described in note 16 to the financial statements for the year ended September 30, 2009.
 
The following table summarizes information pertaining to operations of Tournigan for the last five fiscal years.   Tournigan changed its year end to September 30 from August 31 effective September 30, 2007.
 
Canadian GAAP
 
Year ended
Sept 30,
2009
   
Year ended
Sept 30,
2008
   
Thirteen months ended Sept 30, 2007
   
Year ended
Aug 31,
2006
   
Year ended
Aug 31,
2005
 
    $     $     $     $     $  
Operating Revenue
    -       -       -       -       -  
Loss from continuing operations
    4,064,179       5,778,040       6,232,871       6,596,354       2,877,394  
Net loss
    21,187,323       15,291,884       7,278,971       6,637,636       2,877,394  
Loss per share from continuing operations – basic and diluted
    0.03       0.05       0.05       0.08       0.05  
Loss per share – basic and diluted
    0.17       0.12       0.06       0.08       0.05  
Total assets
    31,817,066       53,714,333       68,738,416       61,105,539       13,746,449  
Net assets
    31,066,726       51,682,097       64,582,260       59,509,117       13,186,785  
Capital stock
    108,370,841       108,370,841       107,058,860       95,333,346       46,559,522  
Dividends per share
    -       -       -       -       -  
Number of shares outstanding
    122,697,859       122,697,859       115,491,071       86,999,112       59,225,546  
                                         
 
US GAAP
 
Year ended
Sept 30,
2009
   
Year ended
Sept 30,
2008
   
Thirteen months ended Sept 30, 2007
   
Year ended
Aug 31,
2006
   
Year ended
Aug 31,
2005
 
    $     $     $     $     $  
Operating Revenue
    -       -       -       -       -  
Loss from continuing operations
    8,509,339       12,749,489       11,642,150       6,596,354       6,368,764  
Net loss
    8,252,311       20,606,257       22,320,868       6,637,636       6,368,764  
Loss per share from continuing operations – basic and diluted
    0.07       0.10       0.10       0.08       0.11  
Loss per share – basic and diluted
    0.07       0.17       0.19       0.08       0.11  
Total assets
    10,395,268       19,380,023       39,695,979       47,592,414       5,143,466  
Net assets
    9,644,928       17,347,787       35,539,823       45,995,992       4,583,802  
Capital stock
    108,370,841       108,370,841       107,058,860       95,333,346       46,559,522  
Dividends per share
    -       -       -       -       -  
Number of shares outstanding
    122,697,859       122,697,859       115,491,071       86,999,112       59,225,546  
 
The following table sets out the average of the Bank of Canada closing rates of exchange for the Canadian dollar for the periods indicated.
 
 
U.S. Dollar/Canadian Dollar Exchange Rates for Five Most Recent Financial Years
 
 
Average
For the Year Ended September 30, 2009
1.17850
For the Year Ended September 30, 2008
1.01033
For the Year Ended September 30, 2007
1.106008
For the Year Ended August 31, 2006
1.138527
For the Year Ended August 31, 2005
1.218664
 
9

The following table sets out the Bank of Canada high and low intra-day rates of exchange for the Canadian dollar for each month during the previous six months.
 
 
U.S. Dollar/Canadian Exchange Rates for Previous Six Months
 
   
September 2009
   
October 2009
   
November 2009
   
December
2009
   
January 2010
   
February 2010
 
High
    1.1103       1.0961       1.0839       1.0748       1.0695       1.0772  
Low
    1.0675       1.0315       1.0525       1.0445       1.0278       1.0441  
 
The value of the noon U.S. Dollar in relation to the Canadian Dollar as published by the Bank of Canada was 1.0285 as of March 26, 2010.
 
B.           Capitalization and Indebtedness
 
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
 
C.           Reasons for the Offer and Use of Proceeds
 
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
 
D.           Risk Factors
 
An investment in our common shares is highly speculative and subject to a number of risks. Only those persons who can bear the risk of the entire loss of their investment should invest in our securities. An investor should carefully consider the risks described below and the other information that we file with the Securities and Exchange Commission and with Canadian securities regulators before investing in our common shares. The risks described below are not the only ones faced.  Additional risks that we are aware of or that we currently believe are immaterial may become important factors that affect our business. If any of the following risks occur, or if others occur, our business, operating results and financial condition could be seriously harmed and the investor may lose all of their investment.
 
The Company’s securities should be considered a speculative investment due to the nature of its business. Investors should carefully consider all of the information disclosed in this Annual Report before making an investment in the Company’s securities. The following risk factors could materially affect the Company’s business, financial condition or results of operations and could cause actual events to differ materially from those described in forward-looking statements. In such an event, the market prices of the Company’s securities could decline and investors could lose all or part of their investments. The reader is cautioned that the following description of risks and uncertainties is not all-inclusive as it pertains only to conditions currently known to management. There can be no guarantee or assurances that other factors will or will not adversely affect the Company.
 
The risks include but are not limited to those risks set forth below.
10

 
 
Operating or capital plans may change
 
Tournigan establishes operating and capital plans based on expert opinion and information available when the plans are formed. There can be no assurance that plans will not change adversely as a result of changes in expert opinion or as new information becomes available.
 
In particular, the Company has a Preliminary Assessment Study of its Kuriskova Uranium Project located in Slovakia that estimated operating and capital costs based on information available in a July 2009 study, and believes that these estimates are reasonable.  However, costs for labour, regulatory compliance, energy, mine and plant equipment and materials needed for mine development and construction are subject to increase and in some cases may increase significantly from July 2009. In light of these factors, actual costs related to future mine development and construction may exceed the Company’s estimates. The Company does not have an operating history upon which it can base estimates of future operating costs for the Kuriskova project, and it intends to rely upon the pre-feasibility study of the project and estimates contained therein, until such time as a feasibility study is completed, if ever. Such studies derive estimates of cash operating costs from, among other things:
 
 
·  
anticipated tonnage, grades and metallurgical characteristics of the ore to be mined and processed;
 
·  
anticipated recovery rates of uranium and other metals from the ore;
 
·  
cash operating costs of comparable facilities and equipment; and
 
·  
anticipated climatic conditions.
 
 
Capital and operating costs, production and economic returns, and other estimates contained in pre-feasibility studies may differ significantly from actual costs, and there can be no assurance that actual capital and operating costs will not be higher than currently anticipated or disclosed. In addition, the Company’s estimates may differ from similarly titled measures of other companies and are not intended to be an indicator of projected operating profit.
 
 
The exploration and development of mineral properties is inherently risky
 
 
The business of exploring for minerals and developing mineral properties is inherently risky. Few properties that are explored are ultimately developed into producing mines. Mineral properties are often non-productive for reasons that cannot be anticipated in advance. Title claims can impact the exploration, development, operation and sale of any natural resource project.  Even after the commencement of mining operations, such operations may be subject to risks and hazards, including unusual or unexpected geological formations, unanticipated metallurgical difficulties, ground control problems, adverse weather conditions including flooding, process upsets and equipment malfunctions, environmental hazards and industrial accidents.
 
 
The occurrence of any of the foregoing could result in damage to or destruction of mineral properties and development or production facilities, personal injuries, environmental damage, delays or interruption of development or production, increases in development or production costs, monetary losses, legal liability and adverse governmental action. The Company’s property, business interruption and liability insurance may not provide sufficient coverage for losses related to these or other hazards. Insurance against certain risks, including certain liabilities for environmental pollution, may not be available to the Company or to other companies within the industry. In addition, insurance coverage may not continue to be available at economically feasible premiums, or at all. Any such event could have a material adverse effect on the Company. Accordingly, there can be no assurance that the expenditures by the Company in the exploration of mineral properties located in Slovakia as described herein, will result in discoveries of mineralized material in commercial quantities.
 
 
11

Loss of key personnel could have an adverse impact
 
 
The Company is dependent upon retaining the services of a small number of key management personnel of the appropriate calibre as the business develops. The loss of any of these key personnel, if not replaced, could have a material adverse effect on Tournigan’s business and its operations. The Company currently does not have key person insurance on these individuals. Further, no assurance can be given that the Company’s business plans can be successfully implemented in the future, that individuals with the required skills will continue their association or employment with the Company, or that replacement personnel with comparable skills can be found. While the Board will seek to continue to ensure that directors, officers and key employees of the Company are appropriately incentivized, their services cannot be guaranteed.
 
 
Labour disturbances and unavailability of labour can delay projects and increase costs
 
 
Metal exploration and mining is labour-intensive. Negotiations with labour unions can lead to work stoppages. Moreover, as the demand for gold, energy and base metals has increased in recent years, many producers have attempted to increase production, which has resulted in a competitive market for the limited supply of trained metal miners in Slovakia. In some cases, this market situation has caused compensation levels to increase, particularly for “skilled” positions such as electricians and mine foremen. To maintain current exploration levels and to potentially achieve production, the Company may be forced to respond to these increases in wages and other forms of compensation, and related recruiting efforts by the Company’s competitors. Any future shortage of skilled miners, or increases in the Company’s labour costs, could have an adverse impact on the Company’s labour productivity and costs and on the Company’s ability to operate profitably.
 
 
Prices of uranium fluctuate widely, affecting profitability and financial condition
 
 
The Company’s profitability and long-term viability depend, in large part, upon the market prices of uranium and other metals and minerals that may potentially be produced from its mineral properties. The market prices of uranium and other metals are volatile and are impacted by numerous factors beyond its control, including but not limited to:
 
 
·  
demand for nuclear power and the rate of construction of nuclear power plants;
 
·  
the forward contracting of U3O8 supplies by nuclear power plants;
 
·  
political and economic conditions in uranium producing and consuming countries;
 
·  
reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails;
 
·  
sales of excess civilian and military inventories of uranium (including from the dismantling of nuclear weapons) by governments and industry participants;
 
·  
uranium production levels and costs of production;
 
·  
significant uranium production interruptions or delays in expansion plans;
 
·  
actions of investment and hedge funds in the uranium market;
 
·  
political or technological developments related to the storage of nuclear waste;
 
·  
an accident at a nuclear power plant anywhere in the world; and
 
·  
the price of alternative sources to nuclear power, including oil, natural gas, coal, solar power and wind power.
 
The Company cannot predict the effect of these factors on uranium prices.  Recent prices for uranium are included elsewhere in this Annual Report. Declines in market prices in the future could delay or deter a decision to commence production of a mine, and could cause production to become unprofitable after commencement. Declines in market prices could also adversely affect the Company’s ability to finance exploration and development projects, all of which would have a material adverse effect on the Company’s financial condition. There can be no assurance that the market prices will remain at current levels or that such prices will improve.

 
12

Competitive conditions can create challenges

The mineral exploration and mining business is a competitive business. The Company competes with numerous other companies and individuals in the search for and the acquisition of attractive mineral properties. The ability of the Company to acquire mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for development or mineral exploration. There can be no assurance that the Company will be able to successfully compete for mineral properties in the future.

 
The Company has limited resources and may not be able to fully fund its exploration and development projects
 
 
The Company has limited financial resources. It had working capital of $8,320,023 at fiscal year end September 30, 2009 inclusive of cash of $2,742,445 at that date. The Company intends to fund its exploration and development operations and associated overhead costs from working capital. The Company expects to raise additional equity capital in 2010. Its ability to continue future exploration and development activities will depend in part on its ability obtain additional external financing. The sources of external financing that the Company could use for these purposes might include public or private offerings of equity and debt. In addition, the Company could enter into one or more strategic alliances or joint ventures, or could decide to sell certain property interests, and it might utilize a combination of these sources. The external financing chosen may not be available on acceptable terms, or at all. If the Company is unable to secure external financing to continue exploration and development it may have to postpone such activities or sell its properties. There can be no assurance that the Company will obtain necessary financing on acceptable terms, if at all.  Failure to meet its obligations on a timely basis could result in the loss or substantial dilution of its interests (as existing or as proposed to be acquired) in its properties, or the inability to continue as a going concern. The realization of assets and settlement of liabilities in other than the normal course of business may be at amounts significantly different than those included in its financial statements.
 
Little or no history of production, no revenue from operations and no mining operations
 
The Company is a mineral exploration company and has little or no history of production from its mineral properties, no revenue from operations and no mining operations of any kind. Most of its properties are in the early development or exploration stage. As a result, the Company is subject to all of the risks associated with establishing new mining operations and business enterprises including:
 
 
·  
the timing and cost, which can be considerable, of the construction of mining and processing facilities;
 
·  
the availability and costs of skilled labour and mining equipment;
 
·  
the availability and cost of appropriate smelting and refining arrangements;
 
·  
compliance with environmental and other governmental approval and permit requirements;
 
·  
the availability of funds to finance construction and development activities;
 
·  
potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent development activities; and
 
·  
potential increases in construction and operating costs due to changes in the cost of fuel, power, materials and supplies.
 
 
13

It is common in new mining operations to experience unexpected problems and delays during construction, development and mine start-up. In addition, delays in the commencement of mineral production often occur. Accordingly, the Company cannot assure investors that its activities will result in profitable mining operations or that the Company will successfully establish mining operations or profitably produce metals at any of its properties.
 
 
Moreover, the Company has not defined or delineated any proven or probable reserves on any of its properties. If its current exploration programs do not result in the discovery of commercial ore, the Company may need to write-off part or all of its investment in its existing properties and will seek to acquire additional properties. The determination of whether any mineral deposits on its properties are economic is affected by numerous factors beyond its control, including:
 
 
·  
the metallurgy of the mineralization forming the mineral deposit;
 
·  
market fluctuations for uranium prices;
 
·  
the proximity and capacity of natural resource markets and processing equipment; and
 
·  
government regulation of prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.
 
 
The Company will not have revenue from operations until at least one of its properties is developed into a producing mine. There can be no assurance that such development will occur.
 
 
Estimates of mineral resources and recovery rates may not be accurate
 
 
The Company’s estimates of reserves and resources should not be interpreted as assurances of mine life or of the profitability of current or future operations. The Company estimates its mineral reserves and resources in accordance with the requirements of applicable Canadian securities regulatory authorities and established mining standards. Mineral resources are concentrations or occurrences of minerals that are judged to have reasonable prospects for economic extraction, but for which the economics of extraction cannot be assessed, whether because of insufficiency of geological information or lack of feasibility analysis, or for which economic extraction cannot be justified at the time of reporting. Consequently, mineral resources are of a higher risk and are less likely to be accurately estimated or recovered than mineral reserves. The mineral resource figures are estimates based on the interpretation of limited sampling and subjective judgments regarding the grade and existence of mineralization, as well as the application of economic assumptions, including assumptions as to operating costs, foreign exchange rates and future metal prices. The sampling, interpretations or assumptions underlying any reserve or resource figure may be incorrect, and the impact on mineral resources may be material. In addition, short term operating factors relating to mineral resources, such as the need for orderly development of ore bodies or the processing of new or different ores, may cause mineral resource estimates to be modified or operations to be unprofitable in any particular fiscal period. There can be no assurance that the indicated amount of minerals will be recovered or that they will be recovered at the prices assumed for purposes of estimating resources.
 
 
The Company’s resource estimates are not directly comparable to companies subject to U.S. Securities and Exchange Commission (“SEC”) reporting and disclosure requirements, as the Company generally reports resources in accordance with Canadian practices. These practices are different from those used in reports and other materials filed with the SEC. It is Canadian practice to report measured, indicated and inferred resources which are not permitted in disclosure filed with the SEC by U.S companies. In the U.S., mineralization may not be classified as a ‘‘reserve’’ unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.
 
14

 
U.S. investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, inferred resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Disclosure of contained mineralization (ounces of gold or silver, or pounds of U3O8) is permitted disclosure under Canadian regulations; however, the SEC permits companies to report ‘‘resources’’ only as in place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources contained in this Annual Report, or in the documents incorporated herein by reference, may not be comparable to information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.
 
 
Exchange rate changes, interest rate changes and general economic conditions may impact the Company’s financial position and plans
 
 
The Company maintains its accounts in Canadian dollars. The Company’s operations in Slovakia make it subject to foreign currency fluctuations and such fluctuations may materially affect the Company’s financial position and results.  Local costs may be incurred in Euros and head office costs in Canadian and U.S. dollars. If any or all of these currencies strengthened against the U.S. dollar while commodity prices remained stable in U.S. dollars, the Company would experience rising costs without rising revenues. As a result of these exposures, the Company’s financial performance and forecasts may be significantly impacted by changes in international exchange rates.
 
 
The Company’s bank accounts earn interest income at variable rates while short-term investments are discount notes that earn a fixed rate over less than a six-month period. The fair value of its portfolio is relatively unaffected by changes in short-term interest rates. The Company’s future interest income is exposed to changes in short-term rates.
 
 
General economic conditions, such as an economic recession or inflation, may affect the price of minerals or otherwise create challenges for the Company in terms of financing or budgeting accurately for its exploration and development activities. There can be no assurance that economic conditions will always be favourable to the Company.
 
 
Environmental issues, including changes in environmental legislation and burdensome land reclamation requirements, can create challenges
 
 
Environmental legislation affects nearly all aspects of the Company’s operations.  Compliance with environmental legislation can require significant expenditures and failure to comply with environmental legislation may result in the imposition of fines and penalties, clean up costs arising out of contaminated properties, damages and the loss of important permits. Exposure to these liabilities arises not only from existing operations, but from operations that have been closed or sold to third parties. There can be no assurances that the Company will be at all times in compliance with all environmental regulations or that steps to achieve compliance would not materially adversely affect the Company.
 
 
Environmental laws and regulations are evolving in all jurisdictions where the Company has activities. The Company is not able to determine the specific impact that future changes in environmental laws and regulations may have on the Company’s operations and activities, and its resulting financial position; however, the Company anticipates that capital expenditures and operating expenses will increase in the future as a result of the implementation of new and increasingly stringent environmental regulation. Further changes in environmental laws, new information on existing environmental conditions or other events, including legal proceedings based upon such conditions or an inability to obtain necessary permits could require increased financial reserves or compliance expenditures or otherwise have a material adverse effect on the Company. Changes in environmental legislation could also have a material adverse effect on product demand, product quality and methods of production and distribution.
 
 
15

Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.
 
 
Reclamation may include requirements to:
 
·  
control dispersion of potentially deleterious effluents; and
 
·  
reasonably re-establish pre-disturbance land forms and vegetation.
 
 
In order to carry out reclamation obligations arising from exploration and potential development activities, the Company must allocate financial resources that might otherwise be spent on further exploration and development programs. If the Company is required to carry out unanticipated reclamation work, its financial position could be adversely affected.
 
 
Third party consultants and contractual counterparties may fail to perform
 
 
The Company has relied upon consultants, engineers and others under contractual arrangements, and intends to rely on these parties for development, construction and operating expertise. Substantial expenditures are required to construct mines, to establish mineral resources and reserves through drilling, to carry out environmental and social impact assessments, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the exploration and plant infrastructure at any particular site. If such parties’ work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the Company.
 
 
Titles can be disputed and licences, permits, laws and regulations can be burdensome
 
 
The Company’s mineral exploration activities in Slovakia require title to properties and are subject to licences, permits, laws and regulations involving government authorities.
 
 
The acquisition of title to mineral concessions in Slovakia is a detailed and time consuming process. Title to, and the area of, mining concessions may be disputed. Tournigan has diligently investigated title to all mineral concessions and obtained title opinions with respect thereto and, based upon such opinions, the Company believes that title to all properties covering its mineral resources and reserves are in good standing; however, the foregoing should not be construed as a guarantee of title to those properties.
 
 
Potential project sites in Slovakia may be subject to dispute, prior unregistered claims. Ultimate transfer to the Company may be affected by undetected defects. Such claims or defects could materially adversely affect one or more of the projects and the Company’s financial performance.
 
 
The Company believes that it holds all necessary licences and permits under applicable laws and regulations and believes it is presently complying in all material respects with the terms of such licences and permits. However, such licences and permits are subject to change in various circumstances. There can be no guarantee that the Company will be able to maintain or obtain all necessary licences and permits that may be required to explore and develop its properties, commence construction or commence mining.
 
 
Mineral properties are subject to extensive federal, state and local laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health and safety, mine safety and other matters. Such laws and regulations are also subject to change, can become more stringent and compliance can therefore become more costly. The Company draws on the expertise and commitment of its management team, their advisors, and its employees and contractors to ensure compliance with current laws and fosters a climate of open communication and co-operation with regulatory bodies. However, there can be no assurance that the Company may in the future face allegations that it has not complied with a law or regulations.
 
16

 
Foreign activities carry social and political risks
 
 
The Company operates in Slovakia, and, from time to time, in other foreign countries where there are added risks and uncertainties due to the different legal, economic, cultural and political environments. Some of these risks include nationalization and expropriation, social unrest such as non-governmental organization activities, political instability, uncertainties in perfecting mineral titles, trade barriers and exchange controls and material changes in taxation. Further, an unfavourable political climate may make it difficult for the Company to obtain financing for projects in some countries.
 
 
Operating in Slovakia, an emerging market economy, may involve additional risks. Slovakia became an independent state in January 1993 after Czechoslovakia split into its two constituent parts. Slovakia joined NATO and the EU during 2004. Slovakia adopted the euro as its official currency on 1 January 2009. However, because of its relatively recent transition to a market economy, Slovakia is subject to risks which may not be as prevalent in mature markets. These risks include:
 
·  
adverse changes in the market’s economic and governmental policy;
 
·  
 consumers with relatively low levels of disposable income;
 
·  
relative instability of new institutions;
 
·  
shifts in regulation the Company cannot predict;
 
·  
inconsistent application of existing laws and regulations; and
 
·  
slow legal remedies.
 
 
There can be no assurance that industries deemed of national or strategic importance like mineral production will not be nationalized. Government policy may change to discourage foreign investment, renationalization of mining industries may occur or other government limitations, restrictions or requirements not currently foreseen may be implemented. While there are typically provisions for compensation and reimbursement of losses to investors under such circumstances, there is no assurance that such provisions would be effective to restore the value of Tournigan’s original investment or to fully compensate Tournigan for the loss of the investment or future profits. Similarly, Tournigan’s operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation, mine safety and annual fees to maintain mineral properties in good standing.  There can be no assurance that laws protecting foreign investments will not be amended or abolished or that the existing laws will be enforced or interpreted to provide adequate protection against any or all of the risks described above.
 
 
Tax and royalty laws, or their interpretation, can change adversely
 
 
Tournigan is subject to taxes, and in some cases to an obligation to pay government royalties if mineral production commences, in the jurisdictions in which the Company operates. There can be no assurance that taxes and royalty rates will not be increased, or that current interpretations of tax or royalty regulations may change adversely, be with consequent additional costs to the Company.
 
 
Tax reassessments and legal proceedings can be burdensome
 
 
Although Tournigan and its advisors are careful in preparing and calculating taxes owed, there can be no assurance that the Company will not be reassessed adversely. Further, the nature of the Company’s business may subject it to regulatory investigations, claims, lawsuits, and other proceedings. The results of these proceedings cannot be predicted with certainty. There can be no assurances that these matters will not have a material adverse effect on the Company.
 
17

 
Indemnification of officers and directors may discourage shareholder lawsuits
 
 
The Company’s Articles of Continuation contain provisions that state, subject to applicable law, the Company shall indemnify every director or officer of the Company, subject to the limitations of the Business Corporations Act (British Columbia), against all losses or liabilities that the Company’s director or officer may sustain or incur in the execution of their duties.  The Company’s Articles of Continuation further state that no director of officer shall be liable for any loss, damage or misfortune that may happen to, or be incurred by the Company in the execution of their duties if they acted honestly and in good faith with a view to the best interests of the Company.  Such limitations on liability may reduce the likelihood of litigation against the Company’s officers and directors and may discourage or deter its shareholders from suing the Company’s officers and directors based upon breaches of their duties to the Company, though such an action, if successful, might otherwise benefit the Company and its shareholders.
 
Present and prospective shareholdings may be diluted
 
In order to finance future operations and development efforts, the Company may raise funds through the issue of common shares or the issue of securities convertible into common shares. The Company cannot predict the size or pricing of future issues of common shares or the issue of securities convertible into common shares or the effect, if any, that future issues and sales of the Company’s common shares will have on the market price of its common shares. Any transaction involving the issue of previously authorized but unissued shares, or securities convertible into shares, would result in dilution, possibly substantial, to present and prospective holders of shares.
 
Because the success of the Company is highly dependent upon its employees, the Company has granted to some or all of its key employees, directors and consultants options to purchase common shares as non-cash incentives. To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted causing possible loss of investment value.
 
RISKS RELATED TO TOURNIGAN’S SECURITIES
 
Likely Passive Foreign Investor Company (“PFIC”) Status Has Possible Adverse Tax Consequences for U.S. Investors
 
Potential investors who are U.S. taxpayers should be aware that Tournigan expects to be a passive foreign investment company ("PFIC") for the current fiscal year, and may also have been a PFIC in prior years and may also be a PFIC in subsequent years. If Tournigan is a PFIC for any year during a U.S. taxpayer's holding period, then such U.S. taxpayer generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the shares of Tournigan. In certain circumstances, the sum of the tax and the interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of Tournigan’s net capital gain and ordinary earnings for any year in which Tournigan is a PFIC, whether or not Tournigan distributes any amounts to its shareholders. A U.S. taxpayer who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer's tax basis therein. U.S. taxpayers are advised to seek the counsel of their professional tax advisors.
 
18

We have never declared or paid cash dividends on Tournigan’s common shares. We currently intend to retain future earnings to finance the operation, development and expansion of our business.

We do not anticipate paying cash dividends on Tournigan’s common shares in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of Tournigan’s Board and will depend on Tournigan’s financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our Board considers relevant.
 
Accordingly, investors will only see a return on their investment if the value of Tournigan’s securities appreciates.
 

The market for our common shares has been volatile in the past, and may be subject to fluctuations in the future.

The market price of Tournigan’s common shares has ranged from a high of $0.51 and a low of $0.16 during the twelve month period ended February 28, 2010. See “Market for Common Equity and Related Shareholder Matters”.  We cannot assure you that the market price of our common shares will not significantly fluctuate from its current level. The market price of our common shares may be subject to wide fluctuations in response to quarterly variations in operating results, changes in financial estimates by securities analysts, or other events or factors. In addition, the financial markets have experienced significant price and volume fluctuations for a number of reasons, including the failure of the operating results of certain companies to meet market expectations that have particularly affected the market prices of equity securities of many exploration companies that have often been unrelated to the operating performance of such companies. These broad market fluctuations, or any industry-specific market fluctuations, may adversely affect the market price of our common shares. In the past, following periods of volatility in the market price of a company’s securities, class action securities litigation has been instituted against such a company.  Such litigation, whether with or without merit, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse affect on our business, operating results and financial condition.

There is no market for our common shares in the United States and you may not be able to readily sell your common shares

There is currently no market for our common shares in the United States.  We cannot assure you that any trading market for our shares will develop in the United States.  Consequently, you may not be able to readily sell your common shares.
 
We are a foreign corporation and have officers and director’s resident outside the United States, which could make it difficult for you to effect service of process or enforce a judgment by a U.S. court.
 
We are incorporated under the laws of the Province of British Columbia, Canada and some of our directors and officers are residents in jurisdictions outside the United States and all of our assets are located outside the United States.  Consequently, it may be difficult for United States investors to effect service of process within the United States upon us or upon certain of our directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the laws of the United States.  There is some doubt as to whether a judgment of a U.S. court predicated solely upon such civil liabilities would be enforceable in Canada.  There is also some doubt as to whether an original action could be brought in Canada against the Company or its directors or officers to enforce liabilities based solely upon United States federal or state securities laws.
 
 
19

 
ITEM 4
INFORMATION ON TOURNIGAN
 
A.           History and Development of Tournigan
 
Tournigan Energy Ltd. is incorporated pursuant to the laws of British Columbia, Canada.
 
The Company was incorporated pursuant to the laws of British Columbia on November 10, 1966 under the name Tournigan Mining Exploration Ltd.  On April 22, 1992 the Company’s name was changed to International Tournigan Corporation and its authorized capital increased to 50,000,000 common shares without par value.  The Company’s authorized capital was increased to 100,000,000 common shares without par value effective February 16, 1998.  In conjunction with the continuation of its incorporating jurisdiction from British Columbia to the Yukon Territories, the Company changed its name to Tournigan Gold Corporation on December 3, 2002. At that time, the Articles of Continuance were amended to change the authorized share capital from 100,000,000 common shares without par value to an unlimited number of common shares. Tournigan effected a 1:10 stock consolidation on March 26, 2001. On March 27, 2008 the Company continued its incorporation into the Province of British Columbia from the Yukon.  On May 6, 2008 the Company changed its name to Tournigan Energy Ltd.
 
 
In 2008 the Company made the decision to focus its mineral exploration activities in Europe and arranged the disposal of Tournigan USA Inc.  In 2009 the Company decided to further focus its mineral exploration activities on uranium in Slovakia and arranged for the sale of Dalradian Gold Limited and Kremnica Gold s.r.o and Kremnica Gold Mining s.r.o. and made the decision to abandon its property investigation activities and subsidiary in the Ukraine.  The Company has treated these disposals as discontinued operations as the Company is now focused on mineral exploration and development of its uranium mineral properties in Slovakia and has discontinued its operations for uranium exploration in the United States and gold exploration in Northern Ireland and Slovakia.
 
Tournigan's head office is located at Unit 1 – 15782 Marine Drive, White Rock, British Columbia V4B 1E6. The contact person is Doris Meyer, Chief Financial Officer and Corporate Secretary. The telephone number is (604) 536-2711 and the facsimile number is (604) 536-2788.
 
Principal capital expenditures over the last three fiscal years
 
Tournigan is a uranium exploration and development company with a portfolio of highly prospective uranium properties in Slovakia. The Company acquired its Slovakian uranium mineral property portfolio prior to August 31, 2005.  The Company's flagship Kuriskova property is a high-grade uranium deposit in Eastern Slovakia. In addition to the NI 43-101 compliant resource already delineated at Kuriskova, there is exploration potential in the surrounding licenses which include the Novoveska Huta uranium deposit, also controlled by Tournigan. The current resource at Kuriskova is 14.7 million pounds U3O8 indicated contained in 1.2 million tonnes at 0.558% U3O8 and 17.9 million pounds U3O8 inferred contained in 3.8 million tonnes at 0.215% U3O8; cut-off of 0.05%U.
 
In the fiscal year ended September 30, 2009 the Company expended from working capital $3,546,621 on the Kuriskova project and $898,539 on the other uranium projects in Slovakia for a total of $4,445,160.
 
In the fiscal year ended September 30, 2008 the Company expended from working capital $6,133,380 on the Kuriskova project and $1,760,598 on the other uranium projects in Slovakia for a total of $7,893,982.
 
In the fiscal year ended September 30, 2007 the Company expended from working capital $3,671,599 on the Kuriskova project and $1,644,032 on the other uranium projects in Slovakia for a total of $5,315,631.
 
The exploration activity for each year is described in this Section in Item 4D “Property”.
 
None of Tournigan’s properties are beyond the exploration stage and there is no assurance that any of our mining properties contain a commercially viable ore body until further exploration work is done.
 
 
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Tournigan USA Inc.
 
In October 2007 the Company’s wholly owned subsidiary, Tournigan USA, Inc. (“TUSA”), entered into an agreement to acquire 100 per cent ownership of certain uranium properties located in the U.S.A. from Sweetwater River Resources LLC (the “Sweetwater Buyout”).  Prior to closing of the Sweetwater Buyout, the Company’s interests in the properties were held through its option agreement with Sweetwater. Closing of the acquisition occurred on February 29, 2008. Total Sweetwater Buyout consideration was $1,100,815. The Company paid $592,000 and US$50,000 of which $100,000 was placed in escrow and, in addition, the Company issued 340,000 shares to Sweetwater at a fair value of $1.35 per common share. The escrowed monies were released to Sweetwater upon rectification of certain minor deficiencies in land tenure reports on January 9, 2009. Annual claim fees are approximately $375,000.
 
On October 2, 2008, the Company entered into a binding agreement for the sale of TUSA, see “Principal capital divestitures over the last three fiscal years” below.   Based on the fair value of the expected disposal proceeds, the Company determined its USA uranium assets were fully impaired and recorded a write-off of $7,131,046 in the year ended September 30, 2008.
 
 
Principal capital divestitures over the last three fiscal years
 
Tournigan USA Inc.
 
On February 23, 2009 the Company completed the sale of its wholly-owned subsidiary TUSA to Fischer-Watt Gold Company, Inc. (“Fischer-Watt”). The Company retained a 30% carried interest in respect of each TUSA property up to the completion of a feasibility study for any project encompassing any such property (a “Project”).  Upon completion of a feasibility study, the Company’s carried interest in respect of such Project will convert into a 30% working interest in the Project or the Company will have the option to dilute down to a 5% net profits interest.
 
On closing, Fischer-Watt delivered to the Company a promissory note in the amount of US$325,327, including the closing date working capital adjustment (the “Promissory Note”).  By negotiation the Promissory Note was reduced to $107,070 (US$100,000) which amount is included in accounts receivable at September 30, 2009 and was subsequently received.
 
Fischer-Watt secured the release of US$530,000 of TUSA’s reclamation bonds in Wyoming of which $107,070 (US$100,000) is included in accounts receivable at September 30, 2009 and was subsequently received.  By agreement the remaining $460,401 (US$430,000) will be paid from one-half of the net proceeds of all future equity share issues of Fischer-Watt until paid.
 
Fischer-Watt will secure the release of the remaining US$400,000 of TUSA’s reclamation bonds in Arizona less any applicable reclamation costs which at September 30, 2008 had been estimated at US$52,000 for an estimated net amount of $372,604 (US$348,000) which is due to be paid to the Company by September 30, 2010.
 
Fischer-Watt is a Nevada-incorporated mineral exploration and development company. The Chairman, President and CEO of Fischer-Watt is Mr. Peter Bojtos, who is a director of the Company.  The TSX-V approved this related party transaction.
 
Dalradian Gold Limited (“Dalradian Gold”)

On September 28, 2009 the Company completed the sale of its wholly-owned subsidiary Dalradian Gold to SA Resources, Ltd. (“SA Resources”).  The Curraghinalt gold project owned by Dalradian Gold was previously the subject of an option agreement (the “Option Agreement”) with C3 Resources Inc. (“C3 Resources”).  On March 30, 2009, C3 Resources assigned its rights under the option agreement to SA Resources. The Company was paid $1,000,000 pursuant to the Option Agreement. On September 28, 2009, SA Resources completed the purchase of all of the shares of Dalradian Gold from the Company for proceeds of $5,500,000 which amount is included in accounts receivable at September 30, 2009.  In addition, SA Resources owed the Company $61,558 for reimbursement of Dalradian Gold operating costs, all of which was collected by December 31, 2009.
 
 
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Kremnica Gold s.r.o. and Kremnica Gold Mining s.r.o. (“Kremnica Shares”)
 
On June 7, 2009, the Company executed an option agreement (the “Option Agreement’) with Ortac Resources plc (“Ortac”) of London, England.  The Option Agreement granted Ortac the sole and exclusive right and option to acquire, in four stages, up to an undivided 100% right, title and interest in and to the Kremnica Shares by completing milestones and payments to the Company in cash or common shares of Ortac and granting to the Company a capped 2% net smelter return royalty (“NSR”) on gold and silver production from the Kremnica Gold project subject to buy-down provisions.  Subsequent to the Option Agreement being negotiated and executed, Dorian Nicol, the Company’s president was appointed to the board of directors of Ortac as the Company’s representative.
 
On January 27, 2010, the Company and Ortac executed a share purchase agreement (“Share Purchase Agreement”) which superseded the Option Agreement.  Ortac had earned 20% of the Kremnica Shares by completion of the first milestone pursuant to the Option Agreement.  Pursuant to the Share Purchase Agreement Ortac will purchase 80% of the Kremnica Shares on closing the Share Purchase Agreement for consideration of US$2 million to be paid in a combination of US$100,000 cash on the transfer of the shares of the Kremnica Shares to Ortac and delivery of a US$1,900,000 non-interest bearing promissory note (the “Promissory Note”), secured by all the assets of Ortac, that will be due for settlement upon Ortac completing a public listing (“IPO”) during 2010.  The Promissory Note will be paid as US$550,000 in cash and US$1,350,000 in Ortac shares to the equivalent cash value. The cash component will be paid from IPO proceeds and the shares will be issued at the IPO price.  If Ortac does not complete an IPO in 2010 and cannot pay the Promissory Note in 2010 it will have an extension of time to 2011 providing it pays the Company 50% of the net cash proceeds of all equity issues in 2011 until the Promissory Note is paid.
 
In addition, within 60 days of all required permits having been obtained to permit commercial production at the Kremnica property, Ortac will pay the Company US$3,750,000 cash or at Ortac’s option in Ortac shares to the equivalent cash value being $15.00 per ounce of the first 250,000 ounces of gold equivalent (gold plus silver) resource defined as proven and probable reserve in the bankable feasibility study.  Ortac will grant the Company a 2% NSR royalty on gold and silver production from the Kremnica property as currently comprised which includes three exploration licenses  to a limit of the first 1 million ounces produced after which it will reduce to a 1% NSR royalty on the next million ounces, after which it will extinguish. 
 
Ortac may buy 1% of the 2% NSR royalty granted to the Company at any time by paying the Company US$1 million cash.   Mr. Nicol was not involved in the negotiations with Ortac and as a director of each company, he did not vote on approving the renegotiated terms.
 
The division between cash and Ortac shares issued to the equivalent cash value is in both cases conditional upon the Company not owning more than 19.9% of the issued and outstanding shares of Ortac after the issuance of the shares to the Company. 
 
Ortac owed the Company $62,436 at September 30, 2009 for reimbursement of Kremnica operating expenses which were collected subsequently.
 
Tournigan Resources Ukraine Ltd. (“TVC Ukraine”)
 
The Company organized TVC Ukraine in 2007 for the purpose of holding mineral property interests acquired in the Ukraine.  The Company retained one full time consultant to conduct property investigations in that country.  The Company has decided to abandon its exploration efforts in the Ukraine.  It plans to liquidate TVC Ukraine with the Ukrainian authorities.
 
 
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B.           Business Overview
 
Tournigan is a mineral resource exploration company with a focus on the acquisition, exploration and development of uranium properties in Europe. The Company’s principal uranium exploration properties are located in Slovakia. The Company has relocated its strategic and technical management office to Denver, U.S.A., maintains an investor relations office in Vancouver, Canada and has a field office in the town Spišská Nová Ves, Slovakia.
 
The Company is a reporting issuer in British Columbia, Alberta, Ontario and Yukon, Canada, and trades as a Tier 1 issuer on the TSX Venture Exchange under the trading symbol “TVC”, and on the Frankfurt Stock Exchange under the trading symbol “TGP”.
 
The Company’s flagship property is the Kuriskova project in Slovakia with a defined resource estimate and a preliminary assessment report.  The Company’s focus is to advance the project to the feasibility stage and, if justified, to production.
 
The specific terms of all the Company’s material properties and exploration activity are described in more detail later in this Section in Item 4D “Property”.
 
The Slovakian government regulations that govern administration of geology, mining and environmental matters in Slovakia are important to the Company.
 
Administrative aspects of prospection/exploration and mining in Slovakia
 
Administration of Geology and Mining
 
Exploration for mineral resource activities in Slovakia is administered by the Ministry of Environment (the “Ministry”) and mining activity is administered by the Ministry of Economy.  The Division of Geology and Natural Resources within the Ministry of Environment directly oversees the field of geology. The division is headed by the director general and has two main departments: Legal Department and Department of Geological Research and Exploration.
 
According to the law No. 313/1991 the Ministry: (1) proposes concepts and plans of geological research and exploration, (2) contracts geological works budgeted by the government, supervises their realization, and approves their results, (3) ensures that results of geological activities are collected, archived and made available to users, (4) approves the reserves of exclusive minerals and issues statements thereof, (5) ensures evidence of exclusive minerals reserves, (6) grants the right to manage deposits of exclusive minerals during the prospection and exploration period budgeted by the government and the right to manage the unmined deposits, (7) guarantees an integrated system of geological information, (8) issues decrees as to staking, changing and cancelling the claims, (9) issues certificates of exclusive minerals deposits, and in coordination with appropriate governmental institutions protects mineral wealth, (10) issues licenses to firms and individuals to perform geological works, and (11) deals with abandoned mines.
 
The State authority for mining activities is the Main Mining Bureau at the Ministry of Economy headquartered in Banská Stiavnica with five regional mining offices in Bratislava, Banská Bystrica, Košice, Prievidza, and Spišská Nová Ves.
 
The Main Mining Bureau: (1) oversees mining activities in Slovakia, (2) administers regional mining offices, (3) takes measures concerning the rational exploitation of mineral resources, (4) takes measures concerning the safety regulations during mining, (5) carries out inspections of mining activities, and (6) registers mining licences and their changes.
 
Regional mining offices: (1) inspect compliance with the mining law and safety regulations, (2) inspect mining works and objects, (3) oversee use of explosives, (4) set, modify or cancel mining licences, (5) permit opening and exploitation of exclusive mineral deposits, (6) permit exploration by underground works, and (7) issue permits for construction works in the area of mining licences.
 
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The State Geological Survey
 
The Štátny Geologický ústav Dionýza Štúra (Geological Survey of Slovak Republic) (the “Survey”) carries out the state geological survey. The Survey is based in Bratislava and has regional branches in Košice, Spišská Nová Ves and Banská Bystrica. It has 6 divisions (Regional Geology, Environmental Geology, Mineral Resources, Analytical Laboratories, Informatics and Accounting) and the Administration Office.
 
The Survey carries out: (1) a systematic and comprehensive geological investigation of the state territory, including geological mapping, hydrogeology, engineering geology, environmental geology, and metallogeny, (2) mineral resource assessment, (3) exploration of mineral, water, and energy resources, of engineering and environmental geological factors, and of waste disposal sites, (4) geophysical and geochemical surveys, (5) chemical and technological analyses, (6) develops and operates an information system in geology and mineral reserves, including geological archives, (7) provides geological information, (8) operates the central geological library of Slovakia, (9) publishing of geological maps, books and journals, and (10) provides an impartial advise to government bodies and state institutions.
 
Beside the above mentioned duties the Survey cooperates with private investors on the contract basis, using its highly experienced staff and excellent information basis.
 
 
Essential regulations concerning business activities of foreign entrepreneurs in the field of geology
 
The Commercial Code, which regulates legal issues related to business activities of foreign entrepreneurs in Slovakia, states that any foreigner may undertake business activities on the territory of Slovakia under equal conditions and with equal scope as Slovak nationals. Any individual, or legal entity residing abroad, deemed to be foreign persons and having the right to do business abroad are deemed the entrepreneurs also by the Commercial Code.

However, being a foreign businessman compliant with the Commercial Code does not automatically mean that he/she is entitled to undertake business activities in the Slovak Republic. He/she qualifies to do so on employing a domestic partner resident in the Slovak Republic and the validity of such permission starts on the day of signing by this person and/or by his/her domestic partner, and on registering the scope of business in the Commercial Register. The pre-condition to register in the Commercial Register also applies to foreign individuals.

Each foreign individual registering in the Commercial Register as a person authorized to act on behalf of the entrepreneur must produce a Slovak residence permit. This permit must not preclude running profit activities.
 
An applicant for registration in the Commercial Register must prove that at the latest, on the day of registration, he/she is entitled to carry out geological works, which are registered in the Commercial Register as the object of entrepreneurship. The Ministry of Environment of the Slovak Republic issues the licenses to undertake geological works in compliance with the Law No. 313/1999 and by the Regulation No. 141/2000 on granting licenses to undertake geological works.
 
Every individual attaches to the application for the license to undertake geological works a certified copy of the University, or Maturity diploma, a list of realized professional projects, a license of professional competence, or an application for the professional competence test.
 
The legal entity attaches to the application a Statement of the Commercial Register, or a document certifying establishment of legal entity (corporate contract, founding letter, or a decision of a foreign person to establish it’s filial in Slovak Republic). Furthermore, the application is supplemented by the documents of responsible representatives, in which the scope of his/her or responsible representative¢s accountabilities are marked.
 
The Ministry of Environment organizes professional competence tests to test theoretical knowledge, experience and know-how of applicable legal regulations and other instructions for projecting, realization and assessment of geological works. All those who undertake geological works, be it individuals, their responsible representatives, the representatives of legal entities, or project leaders, are liable to testing.
 
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On successful completion of the test the Ministry issues a competence certificate, in which are stated the activities and the range for which the certificate has been issued. The professional competence is being tested quadrennially and each update is marked in the certificate.
 
With the objective to run business any foreign individual can take part in the establishment of a Slovak legal entity, or may become a partner, or a member of an already established Slovak legal entity. If it is not contradictory to the law he or she can establish a legal entity, or to became a sole partner of such. The Commercial Code does not bar any form of participation in business activities of  nationals outside established legal entities, or to share activities within such entities, neither any form of commercial commitment relationship, based on, say, a tacit partnership contract, or a syndicate contracted in compliance with the Civic Code.
 
Geological and Mining legislation
 
At present all geological and mining activities in Slovakia are regulated by three acts. These acts define essential rights and obligations of legal entities and individuals carrying out exploration and mining operations.

The Act of the Slovak National Council No 313/1999 on geological operations and geological administration determines the:

·  
conditions for projection, performance, and evaluation of geological operations,
·  
conditions for the issue of licences to undertake geological works and certificates of professional competence,
·  
rules governing granting and transfer of exploration licences,
·  
conditions for archivation and utilization of results of geological operations,
·  
role, position, and activities of the state administration in geology – Division of Geology and Natural Resources of the Ministry of Environment, and
·  
role and duties of the state geological survey.

The Act of the Slovak National Council No. 44/1988 on protection and exploitation of mineral resources (mining code) in wording of the Act No. 214/2002, determines the:

·  
ownership and administration of mineral resources,
·  
principles of protection and rational exploitation of mineral wealth,
·  
conditions for mining and mining licenses,
·  
reimbursement of damages due to mining activities.

The Act of the Slovak National Council No. 51/1988 and 499/1991, in wording of the Acts No. 154/1995 and 58/1998, determines the:

·  
conditions under which mining activity and activity performed by mining techniques can be carried out, particularly as regards safety regulations, environmental protection, and rational exploitation of mineral deposits,
·  
condition for the use of explosives, and
·  
state mining administration.

Details are included in Regulations published in pursuance of these acts.

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According to these acts geological operations (exploration) may be carried out by legal entities and individuals on the basis of license only, granted by the Ministry of Environment.

Exploration for exclusive minerals, which are the property of the State, may be carried out in exploration areas (claims) only, granted by the same ministry. The exclusive exploration area for a specified commodity is granted for up to four years and is renewable for another four years and additional two years. The size of the exploration area is limited to 250 square kilometres. The fee per square km per year was 3 000.- Sk during the first four years period, 6 000.- Sk during the second four year period,10, 000.- Sk during the last two year period and 20,000. – Sk every year thereafter. The Slovak Republic adopted the Euro on January 1, 2009 and these fees have not been restated.  With each application for prolongation of the licence its area has to be reduced by at least 25%. Whereabouts of the application for the exploration licence are specified in the §46 of the Regulation 141/2000. The first application registered for the given exploration area has a priority, except of the case of the tender. Exploration areas are transferable. A special exploration licence is issued for the government paid exploration projects. The special exploration licence may be changed to an exploration licence.  In such the case the ministry organises a tender.

The right to mine exclusive mineral deposit is given by granting a mining area (license) and by permission to perform mining activity. Both are issued by regional mining offices belonging to the Ministry of Economy. The owner of the exploration area (claim) has a priority to apply for a mining area (license) within 6 month from the approval of the ore reserves by the State Commission for Classification of Reserves, acting at the Ministry of Environment. Mining has to start within three years from granting of the mining area. A fee for the mining area is 5 000- Sk per square km a year. The Slovak Republic adopted the Euro on January 1, 2009 and these fees have not been restated. A system of royalties related to the production is also used. Foreign companies have the same rights and obligations as domestic ones.
 
Environmental legislation
 
Protection and improvement of the environment in the Slovak Republic is based mainly on the Act No. 287/1994 on the environment quoted in the Act of the National Council of Slovak Republic No. 222/1996. It defines basic terms and establishes basic principles of the environmental protection and obligations of legal entities and individuals in protecting and improving the environmental situation and in exploiting natural resources. Furthermore, the Act regulates responsibilities in terms of environmental protection.

The Act No. 127/1994 on the environmental impact assessment regulates the method of complex professional and public assessment of designed constructions, facilities and other activities prior to their approval in compliance with particular regulations, as well as in evaluation of some development concept proposals and generally obligatory legal instructions in terms of their expected environmental impact. Mineral exploration is not amenable to assessment of its compliance with this law, however, the mining activities are liable to such assessment. The Ministry of Environment of the Slovak Republic is authorized to assess the compliance of the activities with the law.

The Act No. 287/1994 in wording of the Act 222/1996 on protection of the environment and the country: Its objective is to support the measures taken to preserve variety and forms of life on the Earth, to create conditions for maintaining, regeneration and rational use of the natural resources, to protect natural heritage and characteristic scenery of the country and to attain and keep an ecological stability. Five levels of the country protection are in effect. The degree of restriction increases with the increasing level of protection. The first level is a general protection measure applicable to the whole territory of Slovak Republic. The second through to fifth protection levels apply as special protection measures to the protected areas and to protective zones.

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The first level applies for the areas with no particular protection. To carry out any mining activities and activities using mining methods an approval of the environmental protection institution is required. The projects of geological works and their changes must also be approved.

To the protected areas applies the second protection level, which implies that the geological works, mining activities and other activities carried out by mining methods can only be made after having been approved by an environmental protection institution.

The third protection level is valid for the national park areas. Any geological works, mining activities and other works made by means of mining methods can be carried out after approval of an environmental protection institution. The second protection level applies to the national park protection zone.

The fourth protection level, applicable to protected grounds, natural reservations, or national natural reservations, bars any geological works, mining activities, or other activities carried out by mining methods.

The fifth protection level, applicable to the natural reservation areas, national monuments and to national natural monument areas, prohibits all geological works, mining activities, or other activities using mining methods.

The environmental protection institution accountable to impose the protection measure may, in justified cases, grant an exception from the enacted prohibitions. If the prohibition relates to a national park, the Ministry of Environment is the institution to decide. If a subject of prohibition is a natural monument, the District Court is the responsible institution to apply to.

There are other acts relating to geological, but mainly to mining activities. The first to mention is the Act No. 61/1977 on forests as quoted in the Act No. 14/1994, which regulate the terms of temporary (i.e. less than twelve years), or permanent exclusion of grounds from the Forestry Fund, including the payments due to the National Fund for Forestry Promotion. No exclusion of the forestry grounds from the Forestry Funds is required in the case of mineral exploration.

The use of agricultural land for other than farming purposes is regulated by the Act No. 307/1992 on Agricultural Soil Fund protection. To carry out a geological exploration program it is satisfactory to obtain an approval from the appropriate Agricultural Soil Fund Protection Institution. However, if the scope is to produce minerals, it is necessary to forward an application for exclusion from the Agricultural Soil Fund to the corresponding Agricultural Soil Fund protection institution. Any exclusion of grounds from the Agricultural Soil Fund will incur a levy to be paid by the entrepreneur to the National Fund for Protection and Promotion of Agricultural Soil Fund.
 
C.           Organizational Structure
 
As at September 30, 2009, the Company had two active wholly owned subsidiaries being Ludovika Holding s.r.o., organized under the laws of Slovakia and Tournigan Energy USA Inc. (“TE USA”) organized under the laws of Colorado, USA.  TE USA is the employer of the Company’s Chief Executive Officer and Vice President Environment/Engineering and has no assets or operations.
 
Kremnica Gold a.s., a company organized under the laws of Slovakia, was discontinued and held for sale at September 30, 2009.
 
 
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D.           Property
 
MINERAL PROPERTIES
 
Cautionary Note to U.S. Investors – In this Annual Report we use the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, which are geological and mining terms as defined in accordance with NI 43-101 under the guidelines adopted by CIM, as CIM Standards in Mineral Resources and Reserve Definition and Guidelines adopted by the CIM. US investors in particular are advised to read carefully the definitions of these terms as well as the “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates” above.
 
Overview
 
The Company’s flagship uranium project in Slovakia is the Kuriskova project.  The Company is focussed on progressing the Kuriskova project through the steps to a feasibility study, and if justified, to production. The Kuriskova uranium deposit currently hosts an NI 43-101 compliant resource of 14.65 million pounds U3O8 indicated contained in 1.2 million tonnes at 0.558% U3O8 and 17.90 million pounds inferred contained in 3.8 million tonnes at 0.215% U3O8 using a cut-off of 0.05%U (SRK Consulting (U.S.), Inc. (“SRK”), February 2009).
 
On March 24, 2010 the Company announced an updated resource estimate of 20.5 million pounds of U3O8 contained in 1.6 million tonnes grading 0.571% U3O8 and an Inferred resource of 17.5 million pounds of U3O8 contained in 3.5 million tonnes grading 0.228% U3O8.  The March 2010 resource estimate incorporates the results of 28 diamond drill holes totaling 7,548 metres that were drilled since the February 2009 estimate.  The Company will file a NI 43-101 technical report in support of this resource by May 8, 2010.
 
More details on the work conducted in the year are discussed below.
 
The next most advanced uranium project in Slovakia is Novoveska Huta, which has a historical resource based on Slovak standards of 19,970,000 pounds of U3O8 contained in 12.0 million tonnes of material with an average grade of 0.075% U3O8.  The Company decided to defer completion of an initial resource estimate to Canadian NI 43-101 pending a review of the geology of the deposit.  The Company believes that there is potential to improve the grade of the deposit with further exploration and will likely defer a resource update until this potential has been investigated.
 
 
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In the Spisska Teplica exploration licence, the Svabovce and Spissky Stiavnik uranium properties have historical resources based on Slovak standards of 7,350,000 pounds of U3O8 in 1,489,000 tonnes of material with an average grade of 0.224% U3O8 and 1,300,000 pounds of U3O8 in 294,000 tonnes of material with an average grade of 0.20% U3O8, respectively.
 
The historical estimates for Novoveska Huta, Svabovce and the Spissky Stiavnik were prepared by Uranovy Prieskum in 1985, 1968 and 1970, respectively and are classified as a combination of P and Z-3 under the Slovak system, which is roughly analogous to the CIM definition for Inferred Resources. The Company has reviewed the above historical resource estimates and views them relevant. The historic exploitation of Slovak deposits in general and metallurgical test records acquired with the Company’s deposits in particular suggests the reliability of the historical resource estimates. However, the Company has not done the work necessary to verify the classification of the resources and the resources are not classified according to the Canadian Institute of Mining, Metallurgy and Petroleum’s Standards on Mineral Resources and Reserves Definitions.  Investors are cautioned not to rely upon these estimates.
 
Uranium metal (U) grades were converted to uranium oxide (U3O8) grades using a factor of 1.17.
 
URANIUM – KURISKOVA, SLOVAKIA (100% interest)
 
Title, Location, Access and Infrastructure
 
The current exploration licence is registered as “Cermel-Jahodna – U-Mo, Cu ores”, and was granted on April 19, 2005 by the Geology and Natural Resources Department at the Ministry of the Environment of the Slovak Republic. The licence was renewed for a further four years on April 2009 with Company renewal options, and is subject to a number of conditions. Licence fees and minimum work commitments are expected to be approximately $39,000 (EUR 25,000) for fiscal 2010.
 
The Kuriskova property consists of 32 square kilometres of mineral claims situated in a forest approximately 13 km northwest of the city of Kosice, a regional industrial centre in East-Central Slovakia. The property, which is easily accessible, lies close to the main road between Kosice in the southeast and the town of Spišská Nová Ves in the northwest. The project is accessible off the main road along a network of minor, unsurfaced tracks that traverse the forest, and give access to the project area.
 
With the exception of a royalty payment to the Government of Slovakia, the Kuriskova project is not subject to any royalties, back-in rights, payments, or other agreements and encumbrances. The Government of Slovakia is entitled to a royalty to be paid as a percentage of net profit. The royalty rate is up to 10%.
 
Subject to confirmation in future technical studies, the Company assumes that water and power infrastructures will be available.
 
History
 
The Company acquired the Kuriskova uranium licence and surrounding claims on June 7, 2005.  The acquisition cost of the property was nil.  The Company commenced its initial drill program on the property in September 2005.
 
Uranium mineralization was originally discovered at Kuriskova in 1985. Up to the time of the demise of the Soviet Union in 1989, all uranium exploration and mining in Czechoslovakia was conducted by state-owned organizations. In 1993 the state of Czechoslovakia split into the countries of the Czech and Slovak Republics. Work on state funded projects such as the Kuriskova deposits stopped in 1996 when the country returned to a market economy system and the state stopped funding its mining projects.
 
Geology
 
The Kuriskova uranium deposit is part of a belt of largely strata-bound uranium-molybdenum deposits hosted in a sequence of Permian-age meta-volcanic/sedimentary rocks in eastern Slovakia. The Kuriskova deposit is blind and is covered by thick soils and extensive forest cover. The deposit has a northwest-southeast strike, and a variably steep-moderate southwest dip (60 degrees in the upper part, 47 degrees in the lower part). The overall dimensions of the main zone of the deposit, established by drilling, start about 120 metres below the surface and extend to a depth of approximately 650 metres below the surface. The deposit has been defined as approximately 650 metres along strike by 530 metres down-dip with variable thickness.
 
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Uranium and molybdenum mineralization is localized along the contact of overlying (younger) metamorphosed volcanic rocks and an underlying (older) unit of metamorphosed sediments (shales and quartzites). Most of the mineralization occurs within an andesitic volcanic unit and is only rarely observed in the underlying sediments. Radiation and uranium mineralization is detectable with a hand-held scintilometer and by outcrops along the meta-andesite – meta-sediment contact above the deposit.
 
Politics and Environment
 
The Government of Slovakia is very supportive of the expansion of nuclear power. Slovakia approved a Strategy for Energy Security on October 15, 2008, focused on the next three decades.  In this strategy, it is recognized that the energy requirements for the Slovak Republic will need to be sourced from a mixture of energy types, of which nuclear energy will be an important component.  At present, nuclear fuels in Europe are only sourced from Russia and France.  Taking into consideration the sourcing of raw materials for nuclear energy in the future, we expect that nuclear energy producers will require their customers to supply the raw uranium requirements as a form of trade-in payment.  Accordingly, the sourcing of raw uranium supply from domestic operations has the potential of decreasing Slovakia’s dependence on foreign sources.  The supplying of raw uranium materials to its nuclear energy can be accomplished by amending the relevant Slovak laws and strategic initiatives, including the Raw Material Policy, to create a suitable legislative climate for the mining and use of raw material produced in Slovakia such as that from Kuriskova (formerly named Jahodna) Novoveska Huta and Kalnica-Selec.
 
Opposition to nuclear power and uranium mining by non-governmental organizations has been noted as is typical for projects of this nature. The Company is addressing these concerns through public consultation and is actively meeting with local community members to assess any concerns they might have, and conducted environmental and social impact studies during 2009 and continuing into 2010. The Company would only proceed to development when it was confident that the project would comply with environmental requirements utilizing best industry practices.
 
Resource
 
The Company’s first NI 43-101 compliant Inferred resource estimate for the Kuriskova uranium deposit was dated December 20, 2007 and included results from the Company’s 3 diamond drill holes drilled in 2005 and 10 diamond drill holes drilled in 2006 as well as 13 relevant holes of the 52 historical diamond drill holes drilled by previous government operators.
 
In 2007 the Company conducted a 30 hole diamond drill program of 9,825 metres. Additional work in 2007 included a ground radiometric survey as a follow up to a 2007 airborne radiometric survey of all of the Company’s uranium properties in Slovakia.
 
In January and February of 2008 the Company drilled 8 diamond drill holes.
 
The Company’s next updated resource was made at July 2008 by SRK Consulting (US) Inc. (“SRK”) which upgraded a significant portion of the deposit to the Indicated category at a higher grade than previously estimated. Kuriskova has a high-grade main zone of stratabound uranium mineralization supplemented by a lower-grade stratabound zone of mineralization, both hosted in a sequence of andesitic volcanics. Within this main zone, SRK estimated the Indicated resource of 6.6 million pounds of U3O8 contained in 727,000 tonnes grading 0.413% U3O8 and an Inferred resource of 27.1 million pounds of U3O8 contained in 3.5 million tonnes grading 0.348% U3O8.  This estimate included results from 24 of 30 diamond drill holes drilled by Tournigan at the Kuriskova deposit in 2007, 10 of 15 diamond drill holes drilled by Tournigan in 2006, 3 diamond drill holes drilled by Tournigan in late 2005, 7 of 8 diamond drill holes in January-February 2008 and 18 holes of the 27 historical diamond drill holes drilled by previous government operators. The hole spacing for this inferred resource ranged between 40 to 150 metres. Allan V. Moran, Principal Geologist and Frank Daviess, Principal Resource Geologist, both with SRK and independent Qualified Persons as defined by NI 43-101, prepared the July 2008 resource estimate.
 
30

 
 
The Company again updated the Kuriskova resource in February 2009 which more than doubled the amount of uranium contained in the Indicated resource and significantly increased the grade of the Indicated resource.  SRK reviewed and audited the updated resource estimate.  The results of Tournigan’s 2008 infill drilling moved 8,084,000 pounds of U3O8 from the Inferred resource category to the Indicated category and increased the grade of the Indicated Resource by 28% from 0.435% U3O8 to 0.558% U3O8.  The infill drilling demonstrated the presence of a high grade zone of uranium mineralization which remains open along both strike and dip.  The estimate includes 3,261,000 pounds of molybdenum as a potential by-product.
 
The February 2009 resource estimate of 14.6 million pounds of U3O8 contained in 1.2 million tonnes grading 0.558% U3O8 and an Inferred resource of 17.9 million pounds of U3O8 contained in 3.8 million tonnes grading 0.215% U3O8.  The February 2009 resource estimate incorporates the results of 23 diamond drill holes totaling 9,267 metres that were drilled since the July 2008 resource estimate.  The February 2009 estimate was prepared by Ravi Sharma, Tournigan’s manager of resources and reserves, under the supervision of SRK, who prepared an NI 43-101 Technical Report filed on SEDAR. Allan V. Moran, principal geologist and Frank Daviess, principal resource geologist, who reviewed, audited and approved the February 2009 resource estimate are both with SRK and are independent Qualified Persons as defined by NI 43-101.
 
 
On July 24, 2009, the Company posted on www.sedar.com a NI 43-101 compliant Preliminary Assessment (Scoping Study) prepared by its independent third party consultant, Pincock, Allen and Holt, Inc. (“PAH”) of Lakewood, Colorado, on the Kuriskova deposit.   Results of this Preliminary Assessment are summarized in the following table and are based on the February 2009 resource estimate of Indicated and Inferred resources:
 
Description
Units
     
Mine Life
Years
    15  
Uranium Production (Average First 5 Years)
000 lbs U3O8/Year
    2,395  
Uranium Production (Average Life of Mine)
000 lbs U3O8/Year
    1,382  
Uranium Recovery
%
    90  
Uranium Price
US$/lb U3O8
    65.00  
Initial Capital Investments (1)
US$ millions
    168  
Operating Cost - First 5 Years (2)
US$/lb U3O8
    17  
Operating Cost  (Average Life of Mine) (2)
US$/lb U3O8
    32  
Estimated Royalty Payment (Average Life of Mine)
US$/lb U3O8
    3  
Net Present Value @ 12% (3)
US$ millions
    135  
Payback Period
Years
    5.6  
Internal Rate of Return (3)
%
    35.8  
           
(1) Includes 30% contingency.
         
           
(2) Pre-royalty; includes 5% contingency and molybdenum credit at $12.50/lb Mo.
 
(3) Pre-tax.
         
 
 
31

The following should be noted.  Mineral resources that are not mineral reserves do not have demonstrated economic viability.  The Preliminary Assessment is preliminary in nature and includes the use of Inferred Resources which do not have demonstrated economic viability and are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves.  There is no certainty that the Preliminary Assessment will be realized.
 
After the Preliminary Assessment was published, preliminary metallurgical test work confirmed that a uranium recovery of 90% is achievable. Information obtained to date indicates that a conventional autoclave alkaline leach producing uranium oxide and molybdenum concentrate products will be preferable in terms of project economics to the flotation and leach process initially planned and reported in the June 25, 2009 news release.  Process flow sheet is subject to change and optimization as further test work is completed.
 
In October 2009 the Company awarded Tetra Tech, Inc. of Golden, Colorado a contract for the preparation of an NI 43-101 compliant prefeasibility study of the Kuriskova uranium deposit. The work began immediately and dependent on funding is expected to be completed in the second half of 2010. Tetra Tech is a full service consulting and engineering company to the mining industry with 10,000 employees and 250 offices worldwide.
 
As part of the prefeasibility study, Tournigan initiated a 15,000-metre drill program of step-out and infill drilling in October 2009 intended to expand and upgrade the Kuriskova uranium resource.
 
The initial drill program will help define and plan subsequent drilling to be done as well as including drill holes for geotechnical and hydrological data collection. The complete program will total over 15,000 metres.
 
The study will also incorporate metallurgical testing of representative Kuriskova samples to optimize the recovery of uranium and molybdenum as a by-product.
 
The results of the studies will provide insight into a mine plan, infrastructure requirements and processing plant flow-sheet design for Kuriskova. It will also provide a basis for determining reserves, capital and operating costs, project economics and will address the environmental and permitting aspects of the project.
 
By November 2009 two exploration drill holes intersected high grade uranium mineralization in a new zone of mineralization in Zone 45, adjacent to, but at shallower depth (100 to 150 metres from surface), than the Kursikova Main Zone. The Zone 45 mineralization is in a different geologic setting, occurring in interformational schist horizons in the hanging wall, rather than at the volcano-sedimentary contact which localizes the Main Zone. It is speculated that this new zone may represent remobilization and re-deposition of uranium along favorable structures. The radon and radiometric anomalies extend at least 400 metres from the current resource boundary and this high grade zone remains open along strike. Several exploration targets have been identified in the immediate area of the currently defined resource on the basis of airborne radiometric anomalies and surface radon gas and gamma spectrometry surveys. These targets could represent extensions to the known mineralization and/or satellite uranium deposits and will continue to be tested during this and the next phases of drilling.
 
32

 
Two additional holes in Zone 45 announced in January 2010 continued to intercept high grade mineralization and based on the results of these four holes the Company plans to continue step out drilling to define the extent of this new zone.
 
In March 2010 the Company updated its resource estimate which again increased the amount of uranium contained in the Indicated resource and increased the overall size and grade of the deposit.  Tetratech has reviewed and audited the Company’s internally prepared resource estimate.
 
The March 2010 resource estimate of 20.5 million pounds of U3O8 contained in 1.6 million tonnes grading 0.571% U3O8 and an Inferred resource of 17.5 million pounds of U3O8 contained in 3.5 million tonnes grading 0.228% U3O8.  The March 2010 resource estimate incorporates the results of 28 diamond drill holes totaling 7,548 metres that were drilled since the February 2009 estimate.  The Company will file a NI 43-101 technical report in support of this resource by May 8, 2010.
 
Potential Project Upside
 
Tournigan believes that the Kuriskova property has upside potential for expanding the size and overall grade of the deposit through continuing exploration.
 
 
The March 2010 resource update shows that we are succeeding in our objective of adding high grade mineralization to the Indicated resource category while increasing the size and overall grade of the Kuriskova deposit.  Tournigan is modifying its future drilling plans to focus on expansion of the Indicated resource in the newly discovered Zone 45 (currently running 0.677% U3O8).  Other aspects of the prefeasibility study continue to progress well and the Company expects the increase in high grade resource to have a positive effect on project economics.
 
There remains great exploration upside both immediately adjacent to the Kuriskova resource and in the surrounding exploration license.  Tournigan’s current estimated grade of 0.571% U3O8 compares favorably with most other uranium deposits currently under development with grades of 0.1% to 0.2% U3O8.  This estimate also demonstrates the presence of a significant amount of molybdenum which could represent a by-product credit.  The resource estimate includes only molybdenum contained within the uranium resource.
 
Pending funding, our plans are to complete a pre-feasibility study in 2010.
 
URANIUM - NOVOVESKA HUTA, SLOVAKIA (100% interest)
 
Resource
 
Novoveska Huta Historical Uranium Deposit (Uranpres, DANIEL J. et al., 1986)
Slovak P & Z-3 Resource Category(1)
 
Uranium(2)
U308%
   
Tonnes
   
Uranium
lbs U308
 
  0.075       12,000,000       19,970,000  
 
(1) The Company has reviewed the above historical resource estimates and views them relevant. The Company believes that the historical resource estimates are reliable based on the historic exploitation of Slovak deposits in general and metallurgical test records acquired with the Company's deposits in particular. The above Slovak Resource Category is a combination of P and Z-3, which is roughly analogous to the Canadian Institute of Mining, Metallurgy and Petroleum's definition for Inferred Resources. However, the Company has not done the work necessary to verify the classification of the resources and the resources are not classified according to CIM's Standards on Mineral Resources and Reserves Definitions. Investors are cautioned not to rely upon these estimates at they are not compliant with Canada’s National Instrument 43-101 standards.
 
33

 
(2) Uranium metal (U) grades were converted to uranium oxide (U3O8) grades using a factor of 1.17.
 
 
The Company acquired Novoveska Huta, consisting of 21.5 km² in a single exploration licence, in June 2005 which was renewed for 4 years in April 2009 with Company renewal options. The property, once a producing copper mine with open pit and underground operations, was shut down in the early 1990's due to low commodity prices and the collapse of the former socialist economy. The previous owner completed underground development exceeding 5,500 metres on 5 vertical levels.  The Novoveska Huta property is included in the Spišská Nová Ves mining and exploration licence.  The Company has no asset retirement obligations relating to the Spišská Nová Ves mining licence.
 
 
In June 2008, the Company reported drill results from 12 diamond drill holes totaling 5,540 metres on the deposit. The holes, drilled to depths of between 200 to 657 metres, were designed to twin historical holes as well as explore the deposit to the east and provide structural analysis of the deposit. Drill results which have been reported are from one hole drilled in 2006, nine drilled in 2007 and two in 2008.
 
 
On September 10, 2008 the Company released the results of one step-out hole at Novoveska Huta, LH-NH-12, drilled to a depth of 785 metres. The hole was drilled 166 metres east of previously disclosed hole LH-NH-11. Results from the downhole radiometric logging of hole LH-NH-12 are as follows:
 
Novoveska Huta Uranium Deposit, Slovakia
 
Hole
 
Intersection
   
From
   
To
   
Length
   
% eU3O8
 
LH-NH-12
    I *     690.2       696.4       6.2       0.157  
 
II*
      755.8       779.8       24       0.106  
 
including
      755.8       773.4       17.6       0.131  
 
                    * Two intersections of LH-NH-12 are from the same mineralized body truncated by a fault
 
 
The step-out hole demonstrated that mineralization at Novoveska Huta extends along strike to the east. The Company plans to focus the next stage of exploration on better defining the higher-grade portion of the deposit, on expanding the overall resource and on heading toward a NI 43-101 and CIM compliant resource estimate.
 
 
URANIUM – SPISSKA TEPLICA, SLOVAKIA (100% interest)
 
 
Property Description and History
 
 
The Company has a 100% interest in the Svabovce and Spissky Stiavnik deposits in eastern Slovakia. There are at least seven documented occurrences of Permian sandstone-hosted uranium mineralization within the 45 square kilometres Spisska Teplica exploration licence. These include two partially mined-out underground mine occurrences that host historically estimated uranium resources.
 
 
Both the Svabovce and the Spissky Stiavnik historical estimates were completed by Uranovy Prieskum in 1968 and 1970. The historic resource estimate gave the following results:
 
34

Historical Uranium Deposits (Uranovy Prieskum, 1968-70 (1))
Slovak Resource Category
 
Uranium (2)
 U3O8 %
Tonnes
 
Uranium
lbs U3O8
Svabovce
0.224
1,489,000
7,350,000
Spissky Stiavnik
0.200
294,000
1,300,000
 
The historical estimates were completed using a block model method and a cutoff grade of 0.015%.
 
(1) The Company has reviewed the above historical resource estimates and views them relevant. The historic exploitation of Slovak deposits in general and metallurgical test records acquired with the Company’s deposits in particular suggests the reliability of the historical resource estimates. The above Slovak Resource Category is a combination of P and Z-3, which is roughly analogous to the CIM definitions for Inferred Resources. The Company has not, however, done the work necessary to verify the classification of the resources and the resources are not classified according to the Canadian Institute of Mining, Metallurgy and Petroleum’s Standards on Mineral Resources and Reserves Definitions.  Investors are cautioned not to rely upon these estimates.
 
(2) Uranium metal (U) grades were converted to uranium oxide (U3O8) grades using a factor of 1.17.
 
Exploration
 
The Company plans to catalogue and interpret historic data from the deposits within the Spisska Teplica exploration licence, with the intent of using this data to form the design basis of an exploration program.
 
None of Tournigan’s properties contain known ore reserves and all work programs are exploratory searches for ore grade mineralization.
 
ITEM 4A                      UNRESOLVED STAFF COMMENTS
 
Not applicable.
 
 
ITEM 5
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
A.           Operating Results
 
Management’s discussion and analysis is presented in relation to the financial statements of Tournigan, which statements are prepared as a going concern in accordance with Canadian GAAP.
 
Results of continuing operations for the year ended September 30, 2009 compared to the year ended September 30, 2008 and the thirteen months ended September 30, 2007
 
As noted above, the Company is now focused on mineral exploration and development of its uranium mineral properties in Slovakia and has discontinued its operations for uranium exploration in the United States and gold exploration in Northern Ireland and Slovakia.
 
For the year ended September 30, 2009 the Company incurred a net loss from continuing operations of $4,064,179 or $0.03 per share, a decrease of $1,713,861 from the year ended September 30, 2008 net loss from continuing operations of $5,778,040 and a decrease of $2,168,692 from the 13 months ended September 30, 2007 net loss from operations of $6,232,871.
 
35

 
In December 2008, the Company made the decision to outsource its administrative, financial reporting and corporate compliance services to Golden Oak Corporate Services Ltd. (“Golden Oak”).  The Company closed its Vancouver office and paid five terminated head office employees a total of $366,625 in severance.  In addition to Golden Oak, the Company has two full time Denver based executives and one full time Vancouver based Investor Relations manager.  All other employees of the Company are employed in Slovakia.  The Company does not expect to increase staffing in the fiscal year 2010.
 
On May 29, 2009, in exchange for a payment of $183,293 to the landlord, the Company surrendered the lease of its former Vancouver office space to the landlord and the Company was released from all remaining obligations of the remainder of the 40 month lease.  The security deposit of $18,101 and commissions of $33,385 added to the total cost of surrender.  The Company reached agreement with an incoming tenant to rent its furniture and fixtures for a 40 month term with an option to purchase for fair value to be determined at that time.  The rent for the furniture and fixtures is deemed to be received as a part of the negotiations to secure a new tenant and have the Company released from the lease. The Company wrote off $68,807 of the unamortized leasehold improvements made to that space.
 
Golden Oak works from its office in White Rock and the Company rents a small office in Vancouver for our Investor Relations manager and two offices in Denver for our two US based executives.
 
Employee salaries and fees to directors and contractors were reduced to $1,694,877 for the year ended September 30, 2009 (2008 - $2,505,883; 2007 - $2,226,802) inclusive of the severance costs discussed above.
 
Employee and director stock options are measured at their fair value on the grant date and recognized over the vesting period.  Non-employee stock options issued to contractors and consultants are measured at their fair value on date of vesting.  Prior to vesting, non-employee stock options are recognized based on the service provided to the reporting date and then-current fair values, which are correlated to changes in the Company’s stock price and its volatility. The costs of stock-based compensation are allocated between the statement of loss as stock-based compensation expense and the balance sheet as capitalized exploration property costs.  Stock based compensation expense of $504,261 is net of forfeitures for the year ended September 30, 2009 (2008 - $1,580,455; 2007 - $2,813,566)  is a non cash charge for the estimated fair value of stock options vested during year period.  Forfeitures are stock options that are cancelled on termination of employees.  Stock based compensation expense that have been previously recorded for options that were terminated before they vested is reversed and netted against stock based compensation expense for the fair value of options that continue to vest.  By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future period could be significant. The assumptions in determining the fair value of stock-based compensation is based on historical experience and on other assumptions considered to be reasonable under the circumstances.   Actual results could differ from these estimates.
 
Public, government and investor relations of $599,628 for the year ended September 30, 2009 were down from the $835,792 incurred in the year ended September 30, 2008 but higher than the $358,689 incurred in the 13 months ended September 30, 2007.  As with most companies in the same junior mineral exploration sector, the Company has reduced its investor relations activities by attending fewer investor shows and doing less advertising.   This category of expenditure also includes the public and government relations undertaken to facilitate the permitting of its uranium projects in Slovakia.
 
Audit, legal and other professional fees were $319,540 for the year ended September 30, 2009 (2008 - $501,205; 2007 - $971,241).  Legal fees were decreased for the second year in a row as the Company further focused its activities on its uranium properties in Slovakia with fewer new property acquisition agreements.
 
Administration costs were $888,000 for the year ended September 30, 2009 (2008 - $530,576; 2007 - $720,186).  This category includes the $234,779 total cost to close the Vancouver office and the additional cost to rent a small office in Vancouver and two small offices in Denver.  These costs are expected to be lower in the year ended September 30, 2010.
 
36

 
Travel costs were $593,755 for the year ended September 30, 2009 (2008 - $570,306; 2007 - $497,840).  This category includes the costs to travel to attend mineral investment conferences, travel to market the Company and travel to visit the Company’s active mineral properties.  This category is likely to continue to increase from year to year as the Company’s executives are based in North America and the properties are in Slovakia.  The Company is broadening its European shareholder base and continues to conduct marketing awareness trips to Europe. In addition management is travelling to several countries to meet with potential joint venture partners to present the Kuriskova project.
 
Regulatory fees of $62,919 for the year ended September 30, 2009 (2008 - $80,501; 2007 - $111,819) are reduced for the second year in a row.  This category of costs includes the annual listing fees for the Company’s stock on the TSX Venture Exchange which is based on market capitalization which has declined from the comparative years.
 
The Company retained a financial advisor at a cost of $276,972 in the year ended September 30, 2009 (2008 - $298,404; 2007 - $nil) to assist the Company in evaluating corporate alternatives to maximize shareholder value. These costs are not planned for the year ended September 30, 2010.
 
Interest income decreased by $738,605 to $54,948 for fiscal 2009 and by $972,159 to $793,553 for fiscal 2008 mainly due to the decline as the Company consumes its cash balances and a significant decrease in interest-bearing deposits and short-term investments over the comparative periods. Due to significant and prolonged declines in the fair values of the Company’s marketable securities, the Company recorded an impairment loss on marketable securities of $216,340 in the fourth quarter of fiscal 2008.  Deferred reorganization costs of $149,671 were written off in fiscal 2008 as the Company has no plans to complete the previously proposed reorganization.  Exploration property costs written-off in fiscal 2008 of $836,236 for a gold and silver exploration program conducted in Nevada and property investigations costs in fiscal 2007 of $860,216 were related to the pursuit of investment opportunities in Eastern Europe.
 
The Company deferred mineral property exploration costs of $3,546,621 on the Kuriskova uranium property and $898,539 on the other Slovakian uranium properties in 2009.    The majority of the increase funded drilling programs on the Kuriskova and Novoveska Huta projects in Slovakia in addition to the cost of the Preliminary Assessment Study on the Kuriskova project.
 
Discontinued Operations
 
As discussed earlier, in the year ended September 30, 2009, the Company negotiated the sale of Kremnica Gold s.r.o. and Kremnica Gold Mining s.r.o. and completed the sale or abandonment of Dalradian Gold Limited, Tournigan USA Inc. and Tournigan Resources Ukraine Ltd.
 
The loss from discontinued operations is to the point of sale of each of the subsidiaries and for the year ended September 30, 2009 totalled $1,182,293, the majority of which was a foreign exchange loss of $777,661 as summarized below.
 
The loss on disposal of the subsidiaries, including the write-down of the Kremnica project to the expected proceeds on sale totalled $15,940,851.
 
37

 
 
                           
For the year
 
                           
ended
 
                           
September
 
   
Kremnica
   
Dalradian
   
TUSA
   
TVC Ukraine
     30, 2009  
Accretion on asset retirement obligation
  $ 5,852     $ -           $ -     $ 5,852  
Property investigations
    -       -       3,426       220,147       223,573  
Employee salaries and fees to directors
                                       
and contractors
    -       -       -       37,848       37,848  
Public, government and investor relations
    85,225       11,541       -       5,308       102,074  
Audit, legal and other professional fees
    7,868       27,800       5,223       -       40,891  
Administration
    127       917       (235 )     615       1,424  
Interest income
    (43 )     -       (6,419 )     (568 )     (7,030 )
Foreign exchange loss
    804,781       (13,754 )     -       (13,366 )     777,661  
Loss from discontinued operations
    903,810       26,504       1,995       249,984       1,182,293  
Loss on disposal of discontinued operation
    10,584,010       5,224,887       121,161       10,793       15,940,851  
    $ 11,487,820     $ 5,251,391     $ 123,156     $ 260,777     $ 17,123,144  

The Company’s projects are at the exploration stage and have not yet generated any revenue from production to date. Net losses have increased over the past four years as a result of administrative costs associated with the increase of activity and the Company acquiring several additional mineral projects.
 
Readers should refer to the notes to the consolidated financial statements for details for each of the Company’s properties.
 
B.           Liquidity and Capital Resources
 
The Company’s cash on hand at September 30, 2009, together with, in particular, the collection of a $5,500,000 accounts receivable as proceeds from the sale of Dalradian Gold collected by December 31, 2009 is expected to provide the Company with sufficient financial resources to carry out is exploration and operations through the 2010 financial year however, the Company expects to raise additional equity capital in 2010.
 
As a development stage company, the Company’s liquidity position decreases as expenses are incurred.  To mitigate this liquidity risk, the Company budgets both exploration and administration expenditures and closely monitors its liquidity position.
 
The Company’s expenditure commitments on its mineral properties are primarily at the Company’s discretion.  License fees and minimum work commitments are expected to be approximately $230,000 (EUR 145,000) for the fiscal 2010 year although the Company expects to fund considerably more than that amount as it moves to the pre-feasibility study as the next step on it Kuriskova project.
 
To date, the Company’s ongoing operations have been almost entirely financed by private placements and proceeds from the exercise of warrants and stock options.   While the Company has been successful in raising the necessary funds in the past, there can be no assurance it can continue to do so in the future.
 
The Company began the 2009 fiscal year with cash and cash equivalents from continuing operations of $12,583,450.  During the year ended September 30, 2009 the Company expended $3,580,712 on continuing operations net of working capital changes; received $14,976 proceeds on the sale of marketable securities; received $1,000,000 option payments from SA Resources Inc.; expended $5,912,842 on continuing operation mineral property exploration and $7,970 on the purchase of property and equipment for continuing operations and  $1,055,231 on discontinued operations to end the year on September 30, 2009 with $2,742,445 in cash and cash equivalents.
 
 
38

The Company began the 2008 fiscal year with cash and cash equivalents from continuing operations of $32,310,570.  During the year ended September 30, 2008 the Company expended $3,133,649 on continuing operations net of working capital changes; received $25,201 proceeds on the sale of marketable securities; received $159,961 of mineral property receipts; expended $5,322,381 on continuing operation mineral property exploration and $539,922 on the purchase of property and equipment for continuing operations and  $11,226,504 on discontinued operations to end the year on September 30, 2008 with $12,583,450 in cash and cash equivalents.
 
At March 25, 2010 the market price of the Company’s common shares closed at $0.245 so that the majority of the Company’s outstanding stock options are “out-of-the-money”.  Should the market price of the Company’s stock increase and stock options be exercised, additional cash would be raised.
 
The Company’s bank accounts are with high credit quality financial institutions.  The Company has no risk exposure to asset backed commercial paper or auction rate securities.
 
C.           Research and Development, Patents and Licenses
 
As Tournigan is a mineral exploration company with no producing properties, the information required by this item is not applicable.
 
D.           Trend Information
 
Trends that are considered by Tournigan to be reasonably likely to have a material effect on our results of operations are discussed above under “Results of Operations” in Item 5.A and “Liquidity and Capital Resources” in Item 5.B. Further, we consider that our ability to raise additional funding in order to complete our exploration programs and the plan of operations for our mineral properties for the current fiscal year and beyond will be impacted by prevailing prices for metals.  As a natural resource exploration company, the interest in Tournigan’s stock, and our ability to raise financing and conduct work programs, has been cyclical as it is related to metals prices that, traditionally, have been cyclical in nature.  If the global demand for uranium decreases and uranium prices decrease, it could adversely impair Tournigan’s ability to raise financing and advance the exploration of our mineral properties.
 
E.           Off-Balance Sheet Arrangements
 
Tournigan does not have any off-balance sheet arrangements.
 
F.           Tabular Disclosure of Contractual Obligations
 
The following table outlines the current contractual obligations of Tournigan as at September 30, 2009:
 
   
Payments due by period
 
Contractual Obligations
 
Total
   
Less than 1
year
   
1-3 years
   
3-5 years
   
More than 5
years
 
Long-term Debt Obligations
  $ -     $ -     $ -     $ -     $ -  
Capital Lease Obligations
  $ -     $ -     $ -     $ -     $ -  
Operating Lease Obligations
  $ -     $ -     $ -     $ -     $ -  
Purchase Obligations
  $ -     $ -     $ -     $ -     $ -  
Other Long-term Liabilities
  $ -     $ -     $ -     $ -     $ -  
 
 
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G.           Critical Accounting Policies
 
Critical accounting estimates used in the preparation of the financial statements include our estimate of recoverable value on our property, plant and equipment, site reclamation and rehabilitation as well as the value assigned to stock-based compensation expense. These estimates involve considerable judgment and are, or could be, affected by significant factors that are out of our control.
 
The factors affecting stock-based compensation include estimates of when stock options might be exercised and the stock price volatility. The timing for exercise of options is out of our control and will depend, among other things, upon a variety of factors including the market value of Tournigan shares and financial objectives of the holders of the options. We used historical data to determine volatility in accordance with Black-Scholes modeling, however the future volatility is inherently uncertain and the model has its limitations. While these estimates can have a material impact on the stock-based compensation expense and hence results of operations, there is no impact on our financial condition.
 
Tournigan’s recoverability evaluation of its mineral properties and equipment is based on market conditions for minerals, underlying mineral resources associated with the assets and future costs that may be required for ultimate realization through mining operations or by sale. Tournigan is in an industry that is exposed to a number of risks and uncertainties, including exploration risk, development risk, commodity price risk, operating risk, ownership and political risk, funding and currency risk, as well as environmental risk. Bearing these risks in mind, Tournigan has assumed recent world commodity prices will be achievable. We have considered the mineral resource reports by independent engineers on the Kuriskova and Novoveska Huta  projects in considering the recoverability of the carrying costs of the mineral properties.  All of these assumptions are potentially subject to change, out of our control, however such changes are not determinable. Accordingly, there is always the potential for a material adjustment to the value assigned to mineral properties and equipment.
 
Tournigan has an obligation to reclaim its properties after the surface has been disturbed by exploration methods at the site. As a result Tournigan has recorded a liability for the fair value of the reclamation costs it expects to incur. The Company estimated applicable inflation and credit-adjusted risk-free rates as well as expected reclamation time frames. To the extent that the estimated reclamation costs change, such changes will impact future reclamation expense recorded.
 
Recent United States Accounting Pronouncements:
 
In June 2009, the FASB issued new accounting standards to address the elimination of the concept of a qualifying special purpose entity which also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, this standard provides more timely and useful information about an enterprise’s involvement with a variable interest entity. The standard will become effective in the first quarter of the Company’s fiscal 2010. We are currently evaluating the impact of this standard on our consolidated financial statements.
 
In May 2009, FASB issued new accounting standards on subsequent events that established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, it provides (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The new standard is effective for interim or annual periods ending after June 15, 2009.  The adoption of this standard did not have a material effect on the Company’s financial statements.
 
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 In April 2009, the FASB issued new accounting standards on recognition and presentation of other-than-temporary impairments. This amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial statements. The most significant change is a revision to the amount of other-than-temporary loss of a debt security recorded in earnings. The new standard is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this standard did not have a material effect on the Company’s financial statements.
 
In April 2009, the FASB issued new accounting standards on interim disclosures about fair value of financial instruments  The standard requires disclosure about the fair value of its financial instruments and the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements.  The standard is effective for the Company as of September 30, 2009 and its adoption did not impact the Company’s interim consolidated financial condition or results of operations.
 
In March 2008, the FASB issued new accounting standards on disclosures about derivative instruments and hedging activities that intends to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. The new standard also requires disclosure about an entity’s strategy and objectives for using derivatives, the fair values of derivative instruments and their related gains and losses. The standard is effective for fiscal years and interim periods beginning after November 15, 2008, and will be applicable to the Company’s fiscal year beginning October 1, 2009. The adoption of the standard will not have a material impact on the Company’s consolidated financial statements.
 
In December 2007, the FASB issued new accounting standards on, business combinations that establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The standard requires retroactive adoption of the presentation and disclosure requirements for existing minority interests and shall be applied prospectively on or after an entity’s fiscal year that begins on or after December 15, 2008. The standard did not have a material impact on the Company’s consolidated financial statements.
 
ITEM 6
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
A.           Directors and Senior Management
 
The following table lists as of March 15, 2010, the names of the directors and senior management of Tournigan. Each of the directors has served in his or her respective capacity since his or her election and/or appointment and will serve until the next annual general meeting of shareholders.
 
Name
Title
Date First Elected/Appointed
Dorian (Dusty) L. Nicol
Director, President and Chief Executive Officer
July 2, 2008
Michael Hopley(3)
Director, Non Executive Chairman
April 30, 2002
Peter Bojtos(3)
Director
August 14, 2002
Rex McLennan (1)
Director
March 27, 2007
David Montgomery(1) (2)
Director
September 24, 2003
Hein Poulus(2)
Director
September 10, 1999
Ronald Shorr(1) (2) (3)
Director
June 6, 2002
Doris Meyer
Chief Financial Officer and Corporate Secretary
January 30, 2009 and December 12, 2008 respectively
Alva Kuestermeyer
VP Engineering/Environmental
November 10, 2008
 
1 Member of the Audit Committee
 
2 Member of the Compensation Committee
 
3  Member of the Corporate Governance and Nominating Committee
 
 
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There are no family relationships between any two or more Directors or Executive Officers of Tournigan. There are no material arrangements or understandings between any two or more Directors or Executive Officers.
 
The following is a brief description of the principal business activities of the directors and senior management of Tournigan.
 
Dorian L. (Dusty) Nicol: Mr. Nicol has a B.Sc. in geology from M.I.T. and a Master’s Degree in Geology from Indiana University. He is an exploration geologist with over 30 years of international experience in mineral exploration and mine development and is fluent in five languages. In 1997, Mr. Nicol joined Queenstake Resources Ltd., first as V.P. Exploration and then as President and Chief Executive Officer until 2005, when, after a merger, he became Executive V.P. Exploration and a Director of Yukon-Nevada Gold Corp. Previous other positions held by Mr. Nicol were Latin America Manager for Canyon Resources; V.P. Exploration for Castle Exploration with programs in Central America and Africa, and exploration positions with Exxon Minerals and Renisson Gold Fields in Papua New Guinea. He is a member of the American Institute of Professional Geologists and a Fellow of the Society of Economic Geologists.

Hein Poulus: Mr. Poulus is a partner with Stikeman Elliott LLP, a Canadian law firm. Mr. Poulus holds undergraduate and law degrees from the University of British Columbia and an LL.M. from the London School of Economics.

Peter Bojtos: Mr. Bojtos is a professional engineer with over 38 years of experience in the mining industry.  He is currently an independent director of six companies other than Tournigan and an officer and director of two others. Mr. Bojtos graduated from the University of Leicester, England (1972). 

Michael J. Hopley: Mr. Hopley is an exploration geologist with over 30 years of experience and is President and Chief Executive Officer of Sunridge Gold Corp. and of Crescent Resources Corp. He has held a number of senior level management positions with companies such as Consolidated Gold Fields Ltd., Gold Fields Mining Corporation, Bema Gold Corporation and Arizona Star Resources Corp. He holds a Bachelor's degree in Geology from London University, England.

Rex McLennan: Mr. McLennan is the Chief Financial Officer of Viterra Inc. since February 4, 2008.  Previously, from 2005 to 2007, Mr. McLennan was the Executive Vice-President and CFO of the Vancouver 2010 Olympic Organizing Committee, and prior to that he was Executive Vice-President and CFO of Placer Dome Inc. from 1997 to 2005, and Vice-President and Treasurer from 1994 to 2006.  Mr. McLennan holds a B.Sc. (Mathematics & Economics) from the University of British Columbia, and an MBA (Finance & Accounting) from McGill University.

David Montgomery: Mr. Montgomery's principal role is Chief Executive Officer of Mecom Group plc, a European media investment company.  He is also Chairman of The African Lakes Corporation plc, Integrated Education Fund Development Board (NI), Espresso Broadband Ltd and West 175 Media Group plc.  Mr. Montgomery formerly served as Chief Executive of the Mirror Group, plc, as a non-executive director for Donahue Inc., Scottish Media Group, and the Press Association, and as the Managing Director of News UK.  Mr. Montgomery is a graduate from Queens University, Belfast, with a degree in History and Politics.

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Ronald Shorr: Mr. Shorr is a Chartered Financial Analyst who has been involved with research, development, restructuring, and financing corporations for over 30 years, including operations, acquisitions and fund raising. He has been President, Chief Executive Officer and a Director of Maudore Minerals Ltd. of Montreal since 2004. He graduated from the University of Michigan (B.A.) and Harvard Business School (M.B.A.), subsequently attending graduate school at the Krumb School of Mines at Columbia University.
 
Doris Meyer: Doris Meyer joined Tournigan as its Chief Financial Officer effective January 30, 2009 and as Corporate Secretary effective December 12, 2008.  She is a member of the Certified General Accountants Associations of British Columbia and Canada since May 21, 1985.   Through her 100% owned company, Golden Oak Corporate Services Ltd., she and her team provide corporate and financial compliance services to publicly traded mining companies.
 
 
Alva Kuestermeyer: Mr. Kuestermeyer has over 35 years of operational and consulting experience in the minerals industry specifically in project management, mineral processing, extractive metallurgy, market analysis and project economics. He joins Tournigan after spending four years at SRK Consulting (U.S.), Inc. in Denver, CO, as its Principal Metallurgical Engineer / Mineral Economist. His work has included numerous consulting assignments for uranium, base and precious metals, ferroalloys, non-ferrous and industrial mineral projects world-wide. Previously, he worked at ASARCO, Dames & Moore, Behre Dolbear, PAH and SRK. He has a B.S. in Metallurgical Engineering and an M.S. in Mineral Economics.
 
B.           Compensation
 
Tournigan pays to each director, who is not an employee, member of management or a consultant to Tournigan, an annual fee of $30,000 for his services as a director of Tournigan.  The Chairman of the Board is paid an additional $7,000 per year, and the Chairman of each committee of the Board is paid an additional $3,500 per year.  In the fiscal year ended September 30, 2009 Tournigan paid or accrued $197,500 in director fees.  Directors of Tournigan are entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors.  Tournigan may, from time to time, grant options to purchase common shares to the directors.  The following table sets out details of incentive stock options granted by Tournigan to the non-executive directors during the fiscal year ended September 30, 2009.
 
 
Name
 
Date of grant
 
Options granted
   
Exercise price
 
 
Expiry date
Michael Hopley
April 27, 2009
    200,000     $ 0.44  
April 27, 2014
Peter Bojtos
April 27, 2009
    200,000     $ 0.44  
April 27, 2014
Rex McLennan
April 27, 2009
    200,000     $ 0.44  
April 27, 2014
David Montgomery
April 27, 2009
    200,000     $ 0.44  
April 27, 2014
Hein Poulus
April 27, 2009
    200,000     $ 0.44  
April 27, 2014
Ronald Shorr
April 27, 2009
    200,000     $ 0.44  
April 27, 2014
 
 
The following table is a summary of the compensation paid to Tournigan’s senior management in the most recently completed financial year ended September 30, 2009.
 
 
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Summary Compensation
 
Name and principal position
Fiscal period
Ended (1)
 
Salary
$
   
Bonus
$
   
Other annual compensation
$
   
Securities
Under
Options Granted
   
Restricted
Shares or
Restricted
Share
Units ($)
 
Dorian (Dusty) L. Nicol (1), President and Chief Executive Officer
 
2009
 
    275,084       -       -       250,000       -  
Doris Meyer(2)
Chief Financial Officer and Corporate Secretary
2009
 
 
Nil
   
Nil
    $ 89,250       325,000       -  
Al Kuestermeyer(3)
Vice President, Engineering/
Environmental
2009
    226,087    
Nil
   
Nil
      200,000       -  

 
(1)  
During the financial year ended September 30, 2009, Mr. Nicol was paid US$233,418, the approximate Canadian dollar equivalent of $275,084 using an average exchange rate for the financial year of 1.1785. On April 27, 2009 Mr. Nicol was granted 250,000 stock options at an exercise price of $0.44 for a five year term.
 
(2)  
Consulting fees paid to Golden Oak Corporate Services Ltd., a company owned by Doris Meyer.  On January 26, 2009 Ms. Meyer was granted 225,000 stock options at an exercise price of $0.24 for a five year term and on April 27, 2009 Ms. Meyer was granted 100,000 stock options at an exercise price of $0.44 for a five year term.
 
(3)  
During the financial year ended September 30, 2009, Mr. Kuestermeyer was paid US$191,843, the approximate Canadian dollar equivalent of $226,087 using an average exchange rate for the financial year of 1.1785.  On April 27, 2009 Mr. Kuestermeyer was granted 200,000 stock options at an exercise price of $0.44 for a five year term.

 
Dorian (Dusty) Nicol was appointed President and Chief Executive Officer on July 2, 2008 at an annual salary of US$250,000.  Under the terms of Mr. Nicol’s employment if he is terminated without cause, or following a change of control, he will be entitled to a lump sum payment equal to twelve months base salary.

Al Kuestermeyer was appointed Vice President, Engineering/Environmental effective November 10, 2008 at an annual salary of US$220,000.  Under the terms of Mr. Kuestermeyer’s employment if he is terminated without cause his salary will continue for a period of 12 months with 50% of the balance payable as a lump-sum if he accepts employment during that 12 month period.  Following a change of control Mr. Kuestermeyer is entitled to twelve months base salary.

Doris Meyer was appointed as Corporate Secretary of Tournigan on December 12, 2008 and as Chief Financial Officer on January 30, 2009.  Ms Meyer is party to a contracting agreement (the “Golden Oak Agreement”) dated December 12, 2008, with Tournigan and Golden Oak Corporate Services Ltd. (“Golden Oak”), a private company owned by Ms. Meyer, pursuant to which Ms. Meyer, through Golden Oak, provides accounting, financial, corporate and regulatory compliance services to Tournigan, as well as performing other duties commensurate to the office of Chief Financial Officer and Corporate Secretary, for an annual service fee of $102,000, plus applicable taxes, and, unless terminated will be renewed annually.   The agreement may be terminated by either party on 90 days’ notice.  On a defined change of control event if Ms. Meyer terminates her services within 90 days or if the Company terminates the Agreement within one year Ms. Meyer will be paid one-half of the annual fee to be paid within 30 days of the termination.

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C.           Board Practices
 
 
The directors of Tournigan are elected annually and hold office until the next annual general meeting of the members of Tournigan or until their successors in office are duly elected or appointed. All directors are elected for a one-year term. Except as disclosed in Item 6, Directors, Senior Management and Employees, Part B. Compensation, there are no director service contracts between Tournigan and its directors providing for benefits upon termination of employment.
 
The Board of Directors of Tournigan adopted a Charter mandating its responsibilities for the stewardship of the business and for acting in the best interests of Tournigan and its shareholders.  Pursuant to the Charter, the Board of Directors discharges its responsibilities directly and through its Committees of the Board, currently consisting of the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee. The Board assigns to these Committees the general responsibility for developing Tournigan’s approach to: (i) financial reporting and internal controls; (ii) issues relating to compensation of directors, officers and employees; and (iii) corporate governance issues and matters relating to nomination of directors.

The Board of Directors of Tournigan facilitates its exercise of independent supervision over management by ensuring that the Board is composed of a majority of independent directors. The Board is composed of seven directors, six of whom are considered to be independent. Peter Bojtos, Michael Hopley, Rex McLennan, David Montgomery, Hein Poulus and Ronald Shorr are considered to be independent and Dorian Nicol is not. In determining whether a director is independent, the Board chiefly considers whether the director has a relationship which could, or could be perceived to interfere with the director's ability to objectively assess the performance of management. On this basis, Mr. Nicol, as the President and Chief Executive Officer of Tournigan, is not considered to be an independent director.

The Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on Tournigan’s business in the ordinary course, managing Tournigan’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements.

The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

Directorships
Certain of the directors of Tournigan are also directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Peter Bojtos:
Apogee Minerals Ltd.
Apolo Gold & Energy Inc.
Fischer-Watt Gold Company Inc.
Kalimantan Gold Corporation Limited
Sage Gold Inc. (formerly Sahelian Goldfields Inc.)
U.S. Gold Corporation
Vaaldiam Resources Ltd.
Vault Minerals Inc.

45

Michael Hopley
Crescent Resources Corp.
Sunridge Gold Corp.

Rex McLennan
Endeavour Silver Corp.

David Montgomery
Mecom Group plc West 175 Inc.
Northern Ireland Energy Holdings
Roto Smeets De Boer

Hein Poulus
Longview Capital Partners Inc.
Finavera Renewables Inc.
Oriental Minerals Inc.

Ronald Shorr
Klondex Mines Ltd.
Longview Capital Partners Inc.
Maudore Minerals Ltd.

Mr. Hopley is the Chair of the Board and is an independent director. The Chair of the Board is responsible for the management, the development and the effective performance of the Board of Directors and provides leadership to the Board for all aspects of its work.  The Chair acts in an advisory capacity to the CEO concerning the interests and management of the Corporation and, in co-ordination with the CEO, may play a role in the Corporation’s external relationships.

During the fiscal year ended September 30, 2009, the Company held eleven meetings of the board of directors.

Other business of the Company was approved by resolution in writing consented to by all of the directors. In camera sessions of the independent directors without members of management present are held periodically at meetings of the Board of Directors. Attendance of the members of the Board at the eleven meetings held during fiscal year ended September 30, 2009 is as follows:  Michael Hopley, Dorian Nicol, Peter Bojtos, Hein Poulus and Ron Shorr attended all 11 meetings, Rex McLennan and Hein Poulus attended 10 meetings and David Montgomery attended 9 of the 11 meetings.

 
 
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AUDIT COMMITTEE CHARTER
 
TERMS OF REFERENCE
 
PURPOSE
 
The overall purpose of the Audit Committee (the “Committee”) is to ensure that: (i) the Company’s management has designed and implemented an effective system of internal financial controls, (ii) to review and report on the integrity of the consolidated financial statements of the Company, (iii) to review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of material facts, and (iv) to monitor and oversee the independent auditors’ qualifications, independence and activities.
 
The responsibilities of a member of the Committee are in addition to such member’s duties as a director.  Nothing in these Terms of Reference, however, is intended to or does confer on any member a higher standard of care or diligence than that which applies to the directors as a whole.
 
The Committee does not plan or perform audits or warrant the accuracy or completeness of the Company’s financial statements or financial disclosure or compliance with generally accepted accounting principles as these are the responsibility of management.
 
COMPOSITION, PROCEDURES AND ORGANIZATION
 
1.  
The Board of Directors of the Company (the “Board”), at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members and the Chair of the Committee for the ensuing year.  The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
 
2.  
The Committee shall consist of at least three members of the Board all of whom shall be independent as determined in accordance with applicable securities laws, rules, regulations and guidelines (“Securities Laws”).  In particular, each member of the Committee must be independent of management and free from any interest, business or other relationship which could, or could reasonably be perceived to, materially interfere with the member’s ability to act in the best interests of the Company.
 
3.  
All Committee members shall be financially literate.  For this purpose, financial literacy shall mean the ability of a member to read and understand a set of financial statements that present a breadth and level of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.  At least one member should have accounting or related financial expertise and should be able to analyze and interpret a full set of financial statements, including notes, in accordance with generally accepted accounting principles.
 
4.  
If the Chair is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to preside at the meeting.
 
5.  
The Secretary of the Company shall be the secretary of the Committee, unless otherwise determined by the Committee.
 
6.  
The Committee shall meet at least four times annually on such dates and at such locations as may be determined by the Chair of the Committee and may also meet at any other time or times on the call of the Chair of the Committee, the Chief Executive Officer, the Chief Financial Officer, the independent auditors or any two of the other members.
 
7.  
The Committee will also meet at least quarterly with the independent auditors without management present to discuss any matters that the Committee believes should be discussed in an in-camera session.
 
8.  
The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
 
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9.  
Any two Directors may request the Chair to call a meeting of the Committee and may attend at such meeting or inform the Committee of a specific matter of concern to such Directors, and may participate in such meeting to the extent permitted by the Chair of the Committee.
 
10.  
Notice of the time and place of every meeting shall be given in writing or by e-mail or facsimile communication to each member of the Committee at least 24 hours prior to the time fixed for such meeting; provided, however, that a member may in any manner waive a notice of a meeting and attendance of a member at a meeting is a waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
 
11.  
The Chief Financial Officer shall develop and set the Committee's agenda, in consultation with the Chair and other members of management. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee sufficiently in advance of each meeting to permit meaningful review and, to the extent possible, at least 5 days in advance of each meeting.
 
12.  
At the invitation of the Chair, one or more officers or employees of the Company may, and if required by the Committee shall, attend a meeting of the Committee.  The independent auditors shall receive notice of and have the right to attend all meetings of the Committee.  The Chief Executive Officer shall be invited to attend all meetings, except executive sessions and private sessions with the independent auditors.
 
13.  
The Committee shall fix its own procedure at meetings, keep records of its proceedings and report to the Board when the Committee may deem appropriate (but not later than the next meeting of the Board).
 
14.  
The Committee, when it considers it necessary or advisable, may retain, at the Company’s expense, outside consultants or advisors to assist or advise the Committee independently on any matter within its mandate. The Committee shall have the sole authority to retain and terminate any such consultants or advisors or any search firm to be used to identify director candidates, including sole authority to approve the fees and other retention terms for such persons.  The Committee shall also have the power to conduct or authorize investigations into any matter within the scope of its authority.
 
15.  
The independent auditors shall have a direct line of communication to the Committee through the Chair and may bypass management if deemed necessary.  The independent auditors shall report to the Committee and are ultimately accountable to the Board and the Committee, as representatives of the shareholders.
 
16.  
The Committee, through its Chair, may contact directly the independent auditors, and any employee of the Company as it deems necessary.
 
17.  
In discharging its responsibilities, the Committee shall have full access to all books, records, facilities and personnel of the Company, to the Company’s legal counsel and to such other information respecting the Company as it considers necessary or advisable in order to perform its duties and responsibilities.
 
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ROLES AND RESPONSIBILITIES
 
1.  
Overall Duties and Responsibilities
 
 
The overall duties and responsibilities of the Committee shall be as follows:
 
(a)  
to assist the Board in the discharge of its responsibilities relating to the quality, acceptability and integrity of the Company’s accounting principles, reporting practices and internal controls;
 
(b)  
to assist the Board in the discharge of its responsibilities relating to compliance with disclosure requirements under applicable Securities Laws, including approval of the Company’s annual and quarterly consolidated financial statements and notes together with the Management’s Discussion and Analysis;
 
(c)  
to establish and maintain a direct line of communication with the Company’s independent auditors and assess their performance;
 
(d)  
to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal controls; and
 
(e)  
to report regularly to the Board on the fulfillment of its duties and responsibilities.
 
2.  
Independent Auditors
 
 
The independent auditors report to the Committee and the duties and responsibilities of the Committee as they relate to the independent auditors shall be as follows:
 
(a)  
to recommend to the Board a firm of independent auditors to be engaged by the Company;
 
(b)  
to review, at least annually, with the independent auditors their independence from management, including a review of all other significant relationships the auditors may have with the Company and to satisfy itself of the auditors’ independence, the experience and
 
(c)  
the qualifications of the senior members of the independent auditor team and the quality control procedures of the independent auditor.
 
(d)  
to review and approve the fee, scope, staffing and timing of the audit and other related services rendered by the independent auditors;
 
(e)  
to ensure the rotation of the lead audit partner as required by applicable Securities Laws;
 
(f)  
to be responsible for overseeing the work of the independent auditors and reviewing the audit plan prior to the commencement of the audit;
 
(g)  
to review the engagement reports of the independent auditors on unaudited financial statements of the Company and to review with the independent auditors, upon completion of their audit:
 
i)  
contents of their report;
 
ii)  
scope and quality of the audit work performed;
 
iii)  
adequacy of the Company’s financial and auditing personnel;
 
iv)  
co-operation received from the Company’s personnel during the audit;
 
v)  
internal resources used;
 
49

vi)  
significant transactions outside of the normal business of the Company;
 
vii)  
significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles and management systems;
 
viii)  
the quality, acceptability and integrity of the Company’s accounting policies and principles;
 
ix)  
the non-audit services provided by the independent auditors;
 
x)  
the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements;
 
xi)  
management’s response to significant written reports and recommendations from the independent auditors and the extent to which such recommendations have been implemented by management;
 
 
 
and report to the Board in respect of the foregoing;
 
(a)  
to implement structures and procedures to ensure that the Committee meets the independent auditors on a regular basis in the absence of management in order to review the integrity of the Company’s financial reporting, adequacy of internal controls over financial reporting and disclosure controls and procedures, any difficulties encountered by the independent auditors in carrying out the audit and to resolve disagreements between the independent auditors and management; and
 
(b)  
to pre-approve the retention of the independent auditor for any non-audit service and the fee for such service.
 
 
The Committee may satisfy the pre-approval requirement in subsection 2(g) if:
 
i)  
the aggregate amount of all the non-audit services that were not pre-approved constitutes no more than five per cent of the total amount of revenues paid by the Company to its independent auditors during the fiscal year in which the services are provided;
 
ii)  
the services were not recognized by the Company at the time of the engagement to be non-audit services; and
 
iii)  
the services are promptly brought to the attention of the Committee and are approved, prior to the completion of the audit, by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee.
 
The Committee may delegate to one or more independent members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection 2(h) provided that the pre-approval of non-audit services by any member to whom authority has been delegated must be presented to the full Committee at its first scheduled meeting following such pre-approval.
 
3.  
Internal Control Procedures
 
The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:
 
(a)  
review the adequacy, appropriateness and effectiveness of the Company’s policies and business practices which impact on the integrity, financial and otherwise,  of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting, code of conduct and risk management;
 
(b)  
review compliance under the Company’s Code of Business Conduct & Ethics;
 
(c)  
review any issues between management and the independent auditors that could affect the financial reporting or internal controls of the Company;
 
(d)  
periodically review the Company’s accounting and auditing policies, practices and procedures and the extent to which recommendations made by the independent auditors have been implemented;
 
(e)  
review the quarterly CEO and CFO certifications and any sub-certifications from senior management in respect of disclosure controls and procedures and internal controls over financial reporting;
 
(f)  
review the internal control report prepared by management, including management’s assessment of the effectiveness of the Company’s internal controls over financial reporting and disclosure controls and procedures and any related report by the independent auditors; and
 
(g)  
receive the certification from the Chief Financial Officer on compliance with statutory liabilities.
 
4.  
Public Filings, Policies and Procedures
 
 
The Committee is charged with the responsibility to:
 
(a)  
review and approve for recommendation to the Board:
 
i)  
the annual report to shareholders, including the annual audited financial statements, with the report of the independent auditors, the Management’s Discussion and Analysis and the impact of unusual items and changes in accounting principles and estimates;
 
ii)  
the interim report to shareholders, including the unaudited financial statements, the Management’s Discussion and Analysis and the impact of unusual items and changes in accounting principles and estimates;
 
iii)  
earnings press releases;
 
iv)  
the annual information form;
 
v)  
prospectuses; and
 
vi)  
other public reports and public filings requiring approval by the Board;
 
 
and report to the Board with respect thereto;
 
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(b)  
ensure adequate procedures are in place for the review of the Company’s disclosure of financial information extracted or derived from the Company’s financial statements, other than the disclosure described in subsection 4(a) above, and periodically assess those procedures;
 
(c)  
review with management, the independent auditors and if necessary with legal counsel, any litigation, claim or other contingency, including tax assessments, that could have a material affect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;
 
(d)  
review with management and the independent auditors any off-balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of the Company and its subsidiaries which could have a material current or future effect on the financial condition of the Company;
 
(e)  
review with management and with the independent auditors any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgments of management that may be material to financial reporting;
 
(f)  
review with management and with the independent auditors (i) all critical accounting policies and practices to be used by the Company in preparing its financial statements, (ii) all material alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of these alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (iii) other material communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences;
 
(g)  
review general accounting trends and issues of auditing policy, standards and practices which affect or may affect the Company;
 
(h)  
review the appointments of the Chief Financial Officer and any key financial executives involved in the financial reporting process;
 
 
(i)  
review the Whistleblower Policy and ensure that the Company has sufficient processes in place for:
 
 
i)
the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls, or auditing matters; and
 
 
ii)
the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
 
 
and review any issues and complaints arising thereunder;
 
(j)  
review and approve the issuer’s hiring policies regarding employees and former employees of the present and former independent auditors of the Company; and
 
(k)  
review and approve related party transactions or any material amendment thereto prior to the transaction being entered into.
 
 
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5.  
Terms of Reference and Calendar of Activities
 
The Committee will review these terms of reference and its calendar of activities on an annual basis and recommend such changes as may be considered necessary for approval by the Board of Directors.
 
 
Revised: July 2007
 
Composition of the Audit Committee
The Audit Committee is chaired by Rex McLennan, with David Montgomery and Ronald Shorr comprising the remainder of the Committee. All members of this Committee are independent and are financially literate, having the ability to read and understand financial statements that present a breadth and level of complexity of the issues that Tournigan Energy Ltd. can reasonably be expected to be raised by the Company’s financial statements. “Independent” and “financially iterate” have the meaning used in Canada’s NI 52-110.

Relevant Education and Experience
Each of the members of the Audit Committee is independent and financially literate. The relevant education and experience of such members is as follows:

Rex J. McLennan (Chairman) Mr. McLennan was appointed Chief Financial Officer of Viterra Inc. effective February 4, 2008.  Mr. McLennan served as Executive Vice-President and Chief Financial Officer of the Vancouver 2010 Olympic Organization from 2005 to July 2007. In this position, in his prior nine-year role as Executive Vice-President and Chief Financial Officer of Vancouver-based multinational gold producer Placer Dome Inc., and for much of his earlier career in the Canadian resource industry, Mr. McLennan has been involved in matters requiring extensive financial literacy, including analysis, evaluation, preparation and supervision of the preparation of financial statements.

Mr. McLennan was Executive Vice-President and Chief Financial Officer of Placer Dome from 1997 until 2005, Vice-President and Treasurer from 1994 to 1997 and Assistant Treasurer from 1991 to 1994.  From 1980 to 1991 Mr. McLennan worked for Imperial Oil Ltd., including as Senior Advisor in the Treasurer’s Department in Toronto from 1987 to 1991. These positions involved the supervision of preparation of financial statements for disclosure purposes, as well as analysis and evaluation of financial statements for acquisitions and divestitures, capital markets transactions, financing activities, budgeting and other purposes.  Mr. McLennan holds a Master of Business Administration degree, Dean’s Honours, from McGill University (1979), where he completed courses in finance, business law, taxation and the analysis of financial statements. He also holds a Bachelor of Science degree in Mathematics and Economics from University of British Columbia (1974).  In addition to his role as independent director and audit committee chairman of Tournigan he is an independent director and audit committee chairman of Endeavour Silver Corp. a Vancouver-based publicly-traded mineral company

Ronald Shorr, a Certified Financial Analyst, has been President, Chief Executive Officer and a Director of Maudore Minerals Ltd. of Montreal since 2004 and has been a mining consultant since the 1990s. Prior to that, he was a senior mining analyst with the following New York City-based investment dealers: Natwest Bank from 1992 to 1993, Bear Stearns & Co. from 1979-1990, E.F. Hutton 1975 to 1979 and Morgan Stanley Dean Witter from 1971 to 1975. In these roles his activities relevant to financial literacy included financial research, financial restructurings, investment banking, mergers, acquisitions and financings, including public offerings of securities, and analysis, evaluation, and supervision of the preparation of financial statements. Mr. Shorr earned his CFA in 1969, his Master of Business Administration from Harvard Business School and his Bachelor of Arts degree from the University of Michigan. In addition, he completed post-graduate work at Columbia University’s Henry Krumb School of Mines. In addition to his role as an independent director and audit committee member of Tournigan, Mr. Shorr is an independent director and audit committee chairman of Vancouver-based Longview Capital Partners Inc. and is an independent director of Vancouver-based Klondex Mines Ltd.

 
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David Montgomery is Chief Executive Officer of Mecom Group plc, a European media investment company.  He is also Chairman of The African Lakes Corporation plc, Integrated Education Fund Development Board (NI), Espresso Broadband Ltd and West 175 Media Group plc.  Mr. Montgomery formerly served as Chief Executive of the Mirror Group, plc, as a non-executive director for Donahue Inc., Scottish Media Group, and the Press Association, and as the Managing Director of News UK.  Mr. Montgomery is a graduate from Queens University, Belfast, with a degree in History and Politics.
 
Compensation Committee
The members of the Compensation Committee are Hein Poulus, Ronald Shorr and David Montgomery all independent directors.
 
 
The Compensation Committee has been appointed by the Board to oversee compensation matters for senior executives and directors. Its purpose is to ensure that compensation appropriately reflects the responsibilities and risks involved in being an effective director and/or a member of senior management. The Compensation Committee reviews recommendations made by the CEO for executive compensation and reports to the Board accordingly.

Directors are compensated through annual retainer fees as well as reimbursement for expenses. The Compensation Committee periodically reviews the adequacy and form of compensation of directors to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director of the Company and reports and makes recommendations to the Board accordingly.
To make recommendations on compensation for executive officers and directors, the Committee takes into account the types of compensation and amounts paid to executive officers and directors of comparable publicly traded companies.

Periodically outside advisors are engaged to review the adequacy of directors’ and officers’ compensation. The Hay Group Limited was retained by the Company in September, 2007 to conduct a compensation review for the directors and officers of the Company and to provide recommendations for compensation changes based on the benchmarking analysis completed.

The Compensation Committee of the Board has the duties and responsibilities of a compensation committee and is composed entirely of independent directors.

The overall purpose of the Compensation Committee is to advise and make recommendations to the Board of Directors of the Company on the Company’s strategy, policies and programs relating to the compensation and development of senior management and directors with a view to recruiting and retaining individuals of the highest caliber. In particular, the Committee’s compensation duties are to:

·  
review the adequacy and form of compensation for senior management and ensure that the compensation realistically reflects the risks and responsibilities of such positions;
·  
review and recommend to the Board for approval policies relating to compensation of the Company’s senior management and directors;
·  
review and approve the corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives and recommend to the Board the CEO’s compensation based on this evaluation and in the context of the Company’s strategic objectives;
·  
review the performance of the members of senior management and approve the amount and composition of compensation to be paid to the members of senior management;
·  
review and approve executive management succession and development plans;
·  
review and make recommendations to the Board with respect to benefits, stock option and other incentive plans for senior management;
·  
review the adequacy and form of compensation for the directors and ensure that the compensation realistically reflects the responsibilities and risks of such positions and fix the amount and composition of such compensation;
·  
review and assess the design and competitiveness of the Company’s employment agreements, including the severance and change of control provisions;
·  
review and approve the Compensation Disclosure and Analysis and other executive compensation disclosure in the Company’s Information Circular; and
·  
report regularly to the Board on the Committee’s activities and findings.

 
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D.           Employees
 
The Company has had a considerable turnover of employees in the last several years as the Company’s focus and direction has changed.
 
At March 15, 2010 the Company’s executive officers employed in the Denver office are Dorian (Dusty) Nicol, the President and Chief Executive Officer and Alva Kuestermeyer, the Vice President Engineering/Environment.  Doris Meyer, Chief Financial Officer and Corporate Secretary, is retained pursuant to a contract with her wholly owned company, Golden Oak Corporate Services Ltd. and it is her office in White Rock that is the Company’s corporate office in Canada. Knox Henderson is the Company’s Director, Corporate Communications and the only Vancouver based employee.
 
In addition, at September 30, 2009 Tournigan had approximately 14 full-time employees and approximately 7 part-time or consultants employed in Slovakia.
 
At September 30, 2008, in addition to the employees in the Denver and Vancouver office the Company had 27 full-time employees and 3 full-time contractors in Slovakia and one consultant on retainer in the Ukraine.
 
At September 30, 2007 Tournigan had approximately 34 full-time employees and approximately 23 part-time or short-term employees and consultants.
 
The employees are not unionized.
 
E.           Share Ownership
 
The following table sets forth, as of March 15, 2010, the number of Tournigan’s common shares beneficially owned by the directors and members of senior management of Tournigan, individually, and as a group, and the percentage of ownership of the outstanding common shares represented by such shares.
 
 
The shareholders listed below possess sole voting and investment power with respect to the shares shown.
 
 
Directors and Senior Management Share Ownership
 
Name of Beneficial
Owner
Title of Class
 
Number of Securities of Class *
 
Dorian Nicol
Common
    1,250,000  
Michael Hopley
Common
    500,000  
Peter Bojtos
Common
    937,500  
Rex McLennan
Common
    625,000  
David Montgomery
Common
    525,000  
Hein Poulus
Common
    954,832  
Ronald Shorr
Common
    805,000  
Doris Meyer
Common
    325,000  
Alva Kuestermeyer
Common
    450,000  
 
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*Based on 122,697,859 common shares outstanding and as if all of the options (5,625,000 as a group) held by directors and officers as at March 15, 2010 were exercised none of the directors or senior management holds greater than 1%.
 
Dorian Nicol holds 1,250,000 stock options.
 
Michael Hopley holds 500,000 stock options.
 
Peter Bojtos owns 437,500 common shares and holds 500,000 stock options
 
Rex McLennan owns 25,000 common shares and holds 600,000 stock options
 
David Montgomery holds 525,000 stock options
 
Hein Poulus owns 104,832 common shares and holds 850,000 stock options
 
Ronald Shorr owns 155,000 common shares and holds 650,000 stock options
 
Doris Meyer holds 325,000 stock options
 
Alva Kuestermeyer holds 450,000 stock options
 
As of March 15, 2010, the directors and officers named in item 6.B. held as a group, directly or indirectly, an aggregate of 722,332 common shares and 5,625,000 stock options.
 
Options to Purchase Securities
 
The Company has a rolling stock option plan applicable to directors, employees, and consultants, under which the total outstanding stock options are limited to 10% of the outstanding common shares of the Company at any one time. The exercise price of an option shall not be less than the discounted market price at the time of granting as prescribed by the policies of the TSX Venture Exchange. The maximum term of stock options is ten years from the grant date. Vesting terms are at the discretion of the directors.
 
The names and titles of the Directors and Executive Officers of Tournigan to whom outstanding stock options have been granted and the number of common shares subject to such options is set forth in the following table as of March 15, 2010 as well as the number of options granted to Directors and all employees as a group. The exercise price of the options is stated in Canadian Dollars.
 
55

 
 Stock Options Outstanding
 
Name
Title
 
Number of Shares of Common Stock
   
Exercise Price $
 
Expiration Date
Dorian Nicol
President and Chief Executive Officer
    1,000,000 250,000       0.90 0.44  
July 10, 2013
April 27, 2014
Doris Meyer
Chief Financial Officer and Corporate Secretary
    225,000 100,000       0.24 0.44  
January 26, 2014
April 27, 2014
Alva Kuestermeyer
VP Engineering/
Environment
    250,000 200,000       0.22 0.44  
November 10, 2013
April 27, 2014
Michael Hopley
Director
    50,000 150,000 100,000 200,000       1.45 1.86 1.15 0.44  
February 15, 2011
March 23, 2011
February 27, 2013
April 27, 2014
Peter Bojtos
Director
    100,000 50,000 100,000 200,000       1.86 1.45 1.16 0.44  
March 23, 2011
February 15, 2011
February 27, 2013
April 27, 2014
Rex McLennan
Director
    400,000 100,000 200,000       2.97 1.16 0.44  
March 29, 2012
February 27, 2013
April 27, 2014
David Montgomery
Director
    25,000 100,000 100,000 200,000       1.45 1.86 1.16 0.44  
February 15, 2011
March 23, 2011
February 27, 2013
April 27, 2014
Hein Poulus
Director
    550,000 100,000 200,000       1.86 1.16 0.44  
March 31, 2011
February 27, 2013
April 27, 2014
Ronald Shorr
Director
    100,000 50,000 200,000 100,000 200,000       0.40 1.45 1.86 1.16 0.44  
August 31, 2010
February 15, 2011
March 23, 2011
February 27, 2013
April 27, 2014
 
Total Officers/Directors (9 persons) – 5,625,000 options
 
 
Total Officers/Directors/Employees –  6,423,333 options
 
ITEM 7               MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
A. Major Shareholders
 
To the best knowledge of the directors and senior officers of the Company, the only persons or corporations who beneficially own, directly or indirectly, or exercise control or direction over, shares carrying more than 5% of the voting rights attached to all outstanding shares of the Company are:
 
Sprott Asset Management Inc.
13,773,750
11.22%
 
All holders of Tournigan’s common shares have equal voting rights.
 
 
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To the best of Tournigan’s knowledge, Tournigan is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.
 
Tournigan’s common stock is issued in registered form and the following information is taken from the records of Computershare Investor Services located in Vancouver, British Columbia, Canada, the registrar and transfer agent for the common stock.
 
Tournigan’s registered shareholder list for Tournigan’s common shares, dated March 15, 2010, showed 202 registered shareholders and 122,697,859 shares outstanding of which 175 US residents held 6,648,278 common shares representing 5% of the issued and outstanding common shares of Tournigan.
 
B.           Related Party Transactions
 
a) Transactions
On December 12, 2008, the Company retained the services of Doris Meyer and her company, Golden Oak, to perform the financial reporting and regulatory compliance functions for the Company.   On December 12, 2008 Ms. Meyer was appointed as the Company’s Corporate Secretary and James Mackie, a C.G.A. and an employee of Golden Oak, was appointed as the Company’s Controller.  On January 30, 2009 Ms. Meyer replaced Hans Retterath as Chief Financial Officer.  In the year ended September 30, 2009, Golden Oak was paid fees of $89,250.  These amounts are presented within salaries and fees to directors and contractors.

The Company’s solicitors are Stikeman Elliott LLP. Mr. Poulus, a director of the Company, is a partner in that firm.  Stikeman Elliott fees are incurred based on time spent by other Stikeman Elliott personnel in providing services to the Company.  In the year ended September 30, 2009 these fees were $84,506 (2008 - $155,457; 2007 - $283,771).

In previous years the Company had cost reimbursement arrangement and cost sharing arrangements with Longview Capital a company with two common directors, Mr. Poulus and Mr. Shorr pursuant to which the Company paid Longview Capital $310,311 in the year ended September 30, 2008 and $109,714 in the 13 months ended September 30, 2007.  The Company ceased to share office space with Longview in the first quarter of fiscal 2008.

In the year ended September 30, 2008, geological consulting fees of $89,615 (2007 - $77,397) were paid to Longview Technical, a division of Longview Capital, which were capitalized to exploration properties in 2008. These fees were based on Longview Technical’s standard rates and these services are no longer being used.

In the year ended September 30, 2008, the Company paid $33,917 fees to Mr. Poulus (2007 - $40,403) and in the 13 months ended September 30, 2007 the Company paid $30,000 consulting fees to a company controlled by Garry Stock, an officer of the Company at that time who was also an officer of Longview Capital and $7,903 consulting fees to Damien Reynolds a director of the Company and Longview Capital at that time.

b) Balances
 
Accounts receivable, due from related parties and accounts payable and accrued liabilities balances include the following related party balances.  Receivables are unsecured and without interest.
 
 
57

 
 
   
September 30,
   
September 30,
 
   
2009
   
2008
 
Accounts receivable from directors and officers
  $ 42,828     $ -  
Accounts receivable from Ortac
    62,436       -  
Accounts receivable from Fischer-Watt
    214,140       -  
Due from related party from Fischer-Watt
    833,005       -  
    $ 1,152,409     $ -  
                 
Due to related parties
  $ 170,597     $ 31,863  
 
Other than as disclosed above, there have been no transactions during the 2008 fiscal year which have materially affected or will materially affect Tournigan in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. Management believes the transactions referenced above were on terms at least as favorable to Tournigan as Tournigan could have obtained from unaffiliated parties.
 
C.             Interests of Experts and Counsel
 
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this sub-item.
 
ITEM 8
FINANCIAL INFORMATION
 
A.           Consolidated Statements and Other Financial Information
 
Financial Statements

The financial statements required as part of this Annual Report are filed under Item 17 of this Annual Report.

Legal and Arbitration Proceedings

Tournigan is not involved in any material legal or arbitration proceedings.

Dividends
Tournigan has not declared any dividends for the last five years and does not anticipate that we will do so in the foreseeable future. Tournigan does not presently have any intention of paying dividends. Our future dividend policy will be determined by its Board on the basis of earnings, financial requirements and other relevant factors.
 
B.           Significant Changes
 
No significant changes have occurred since the date of Tournigan’s most recent audited financial statements, September 30, 2009 other than disclosed in this Annual Report on Form 20-F and in the Tournigan’s most recent interim financial statements for the three months ended December 31, 2009 that are available for view with securities regulators at www.sedar.com, on EDGAR at www.SEC.com, on the Company’s website at www.tournigan.com, or by requesting further information from the Company.
 
 
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ITEM  9
THE OFFER AND LISTING
 
A.           Offer and Listing Details
 
 
The following table lists the annual high and low market sales prices on the TSX Venture Exchange for the five most recent full financial periods.