6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 6-K 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of: September 2007    Commission File Number 001-31528

GOLDBELT RESOURCES LTD.

(Name of Registrant)

Sterling Tower

372 Bay Street, Suite 1201

Toronto, Ontario

Canada M5H 2W9

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 Form 20-F  x  Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 Yes o  No  x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

Signatures 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLDBELT RESOURCES LTD.
Date: September 10, 2007	By:	/s/ Hemdat Sawh
		Name: Hemdat Sawh
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	GOLDBELT ANNOUNCES ANNUAL RESULTS AND BRIDGE FINANCING
99.2	INTERIM Q2 2007 FINANCIAL STATEMENTS
99.3	INTERIM MD&A
99.4	CERTIFICATION ON Q2 2007 INTERIM FILING
99.5	CERTIFICATION ON Q2 2007 INTERIM FILING

EX-99.1

Exhibit 99.1

GOLDBELT ANNOUNCES ANNUAL RESULTS AND BRIDGE

FINANCING

Toronto, Ontario – (September 10, 2007) Goldbelt Resources Ltd. (TSX: GLD) today reported its financial results for the year ended June 30, 2007. The Consolidated Financial Statements along with the Management Discussion and Analysis have been filed with SEDAR (www.sedar.com) and can be viewed on the Company's website at www.goldbeltresources.com.

The Company is also pleased to announce that it has entered into an arrangement for an $8,000,000 Bridge Financing Facility and a $3,000,000 Demand Facility with Macquarie Bank Limited (“Macquarie”). The Demand Facility was finalized earlier this week and the funds drawn by Goldbelt. The Bridge Financing Facility should be finalized later this month subject to documentation, security and conditions precedents. The first draw on the Bridge Financing Facility will be used for repayment and cancellation of the Demand Facility. The proceeds will be used to assist in funding expenditures in relation to completion of the bankable feasibility study and other activities.The lenders subscribed for 468,668 common shares of Goldbelt by way of private placement in connection with the debt facility.

Macquarie is a leading provider of financing for the global resources industry. Macquarie has extensive experience in providing debt financing to precious and base metal projects worldwide.

Goldbelt Resources is a Canadian junior mining company focused on exploring and developing known gold prospects in Burkina Faso.  The common shares of Goldbelt are traded on the TSX under the symbol GLD.

For additional information, please visit the Company’s website www.goldbeltresources.com or contact Laura Sandilands, Investor Relations or Collin Ellison, President and CEO at (416) 364-0557 or by email lsandilands@goldbeltresources.com.

GOLDBELT RESOURCES LTD.

Per:    “Tom Holder”

Tom Holder

Chief Financial Officer

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.  No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.  Certain statements contained in this disclosure document constitute forward-looking statements which are not historical facts and are made pursuant to the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. When used in this document, words like "anticipate", "believe", "estimate" and "expect" and similar expressions are intended to identify forward-looking statements.

Information concerning exploration results and mineral reserve and resource estimates may also be deemed to be forward-looking statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed. These forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable at the time they are made, are inherently subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from logistical, technical or other factors; the possibility that results of work will not fulfill projections/expectations and realize the perceived potential of the Company’s projects; uncertainties involved in the interpretation of drilling results and other tests and the estimation of gold reserves and resources; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of environmental issues at the Company’s projects; the possibility of cost overruns or unanticipated expenses in work programs; the need to obtain permits and comply with environmental laws and regulations and other government requirements; fluctuations in the price of gold and other risks and uncertainties.

The United States Securities and Exchange Commission permits mining companies in their filings with the SEC to disclose only those mineral deposits that a company can economically and legally extract or produce. We may use certain terms in this disclosure document such as resources that are prescribed by Canadian regulatory policy and guidelines but are not provided for in the SEC guidelines on publications and filings.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management or its independent professional consultants on the date the statements are made. The reader is cautioned that actual results, performance or achievements may be materially different from those implied or expressed in such statements.

EX-99.2

Exhibit 99.2

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JUNE 30, 2007

MANAGEMENTS RESPONSIBILITY FOR FINANCIAL REPORTING

The consolidated financial statements and other information in management’s discussion and analysis were prepared by the management of Goldbelt Resources Ltd. (the "Company"), reviewed by the Audit Committee of the Board of Directors and approved by the Board of Directors.

 Management is responsible for the preparation of the consolidated financial statements and believes that they fairly represent the Company’s financial position and the results of its operations in accordance with Canadian generally accepted accounting principles. Management has included amounts in the Company’s consolidated financial statements based on estimates, judgments and policies that it believes reasonable in the circumstances.

To discharge its responsibilities for financial reporting and for the safeguarding of assets, management believes that it has established appropriate systems of internal accounting control which provide reasonable assurance, at appropriate cost, that the assets are maintained and accounted for in accordance with its policies and that transactions are recorded accurately in the Company’s books and records.

The Board of Directors, through its Audit Committee, is responsible for ensuring that management fulfils its responsibilities for financial reporting and internal control. The Audit Committee is composed of three directors. This Committee meets periodically with management and the independent auditors to review accounting, auditing, internal control and financial reporting matters.

The consolidated financial statements as at June 30, 2007 and for the year then ended have been audited by PricewaterhouseCoopers LLP, the independent auditors, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).

The consolidated financial statements as at June 30, 2006 and for the years ended June 30, 2006 and 2005 were audited by other auditors, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). The other auditors had full and free access to the Audit Committee.

Collin Ellison                                         President and                                         Chief Executive Officer                                
September 7, 2007 Thomas Holder Chief Financial Officer      

2

INDEPENDENT AUDITORS' REPORT

To the Shareholders of

Goldbelt Resources Ltd.

We have audited the consolidated balance sheet of Goldbelt Resources Ltd. as at June 30, 2007, and the consolidated statements of operations and deficit, cash flows and shareholders’ equity for the year then ended.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2007, and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.

The consolidated financial statements as at June 30, 2006 and for the years ended June 30, 2006 and 2005, were audited by other auditors who expressed an opinion without reservation on those consolidated financial statements in their report dated August 4, 2006.

“PricewaterhouseCoopers LLP”

Toronto, Canada	Chartered Accountants
	Licensed Public Accountants
September 7, 2007

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA –

U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the consolidated financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the consolidated financial statements.  Our report to shareholders dated September 7, 2007 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the financial statements.

 “PricewaterhouseCoopers LLP”

Toronto, Canada	Chartered Accountants
	Licensed Public Accountants
September 7, 2007

3

Goldbelt Resources Ltd.
(An Exploration Stage Company)
Consolidated Balance Sheets
As at June 30
(In thousands of Canadian Dollars)
	2007			2006
	$			$
ASSETS
Current
Cash		577			494
Restricted cash (Note 3)		863			-
Short-term investments (Note 3)		3,950			5,625
Receivables		594			51
Prepaid expenses and deposits		345			66
		6,329			6,236
Plant deposit (Note 4)		-			187
Plant and equipment (Note 4)		3,581			201
Mineral properties (Note 5)		21,109			14,057
		31,019			20,681
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities (Note 6)		3,925			370
Shareholders’ equity
Capital stock		34,218			23,242
Contributed surplus		2,143			1,741
Deficit		(9,267	)		(4,672	)
		27,094			20,311
		31,019			20,681

Nature of operations and going concern (Note 1)

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

Approved by the Board of Directors
“Elizabeth A. Martin”	“Paul J. Morgan”
Director	Director

4

Goldbelt Resources Ltd.
(An Exploration Stage Company)
Consolidated Statements of Operations and Deficit
Years ended June 30
(In thousands of Canadian Dollars, except number of shares and per share data)
	2007			2006			2005
	$			$			$
Expenses
Corporate, general and administrative		3,712			2,149			1,354
Stock-based compensation (Notes 6 and 7)		1,202			1,217			412
Project financing		84			131			-
Amortization		30			18			1
Loss before other items		(5,028	)		(3,515	)		(1,767	)
Other income
Foreign exchange gain		103			134			27
Interest income		330			68			4
		433			202			31
Loss for the year		(4,595	)		(3,313	)		(1,736	)
Balance, beginning of year		(4,672	)		(1,359	)		377
Balance, end of year		(9,267	)		(4,672	)		(1,359	)
Loss per common share
Basic and diluted		(0.08	)		(0.09	)		(0.10	)
Weighted average number of common shares
Basic and diluted		60,652,597			38,475,471			17,274,397
Nature of operations and going concern (Note 1)
The accompanying notes are an integral part of these consolidated financial statements

5

Goldbelt Resources Ltd.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Years ended June 30
(In thousands of Canadian Dollars)
	2007			2006			2005
	$			$			$
Operating activities
Loss for the year		(4,595	)		(3,313	)		(1,736	)
Items not affecting cash:
Amortization		30			18			1
Stock-based compensation		1,202			1,217			412
Gain on foreign exchange		(85	)		(125	)		(17	)
		(3,448	)		(2,203	)		(1,340	)
Changes in non-cash working capital items: (Note 11)		(50	)		(227	)		203
Net cash in operating activities		(3,498	)		(2,430	)		(1,137	)
Investing activities
Acquisition of plant and equipment		(2,846	)		(182	)		(37	)
Exploration and development expenditures		(5,543	)		(3,806	)		(717	)
Plant deposit		187			(187	)		-
Acquisition of subsidiaries		-			-			(2,183	)
Short term investments		1,675			(1,199	)		(4,426	)
Restricted cash		(863	)		-			-
Net cash used in investing activities		(7,390	)		(5,374	)		(7,363	)
Financing activities
Proceeds on issuance of capital stock		11,655			8,408			8,200
Share issue costs		(684	)		(215	)		(654	)
Net cash provided by financing activities		10,971			8,193			7,546
Increase (Decrease) in cash		83			389			(954	)
Cash, beginning of year		494			105			1,059
Cash, end of year		577			494			105
The accompanying notes are an integral part of these consolidated financial statements.

6

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

Years ended June 30

(In thousands of Canadian Dollars)

	Number of							Number of				Contributed
		Shares			Amount				Warrants				Surplus			Deficit			Total
					$								$			$			$
Authorized: Unlimited number of common shares without par value
Balance, June 30, 2004			8,155,140			662				2,000,000				18			377			1,057
Exercise of warrants			2,000,000			200				(2,000,000	)			-			-			200
Private Placement			16,000,000			8,000				-				-			-			8,000
Shares and warrants issued for:
Purchase of subsidiary			7,779,412			3,890				16,188,687				-			-			3,890
Sponsor’s fees			175,000			88				-				-			-			88
Stock-based compensation			-			-				-				412			-			412
Warrants issued for
agents’ compensation			-			(223	)			1,068,550				223						-
Share issue cost			-			(879	)			-				-			-			(879	)
Net loss for the year			-			-				-				-			(1,736	)		(1,736	)
Balance, June 30, 2005			34,109,552			11,738				17,257,237				653			(1,359	)		11,032
Private placement			1,538,462			1,000				-				-			-			1,000
Exercise of warrants			10,588,235			6,882				(10,588,235	)			-			-			6,882
Shares and warrants issued for:
Purchase of subsidiary			3,570,453			3,043				950,226				-			-			3,043
Warrants issued for:
Agents’ compensation			-			25				363,590				25			-			-
Warrants cancelled			-			-				(1,176,471	)			-			-			-
Exercise of options			660,000			102				-				(36	)		-			66
Exercise of agents’
compensation options			821,045			579				(1,076,946	)			(119	)		-			460
Stock-based compensation			-			-				-				1,218			-			1,218
Share issue costs			-			(77	)			-				-			-			(77	)
Net loss for the year			-			-				-				-			(3,313	)		(3,313	)
Balance, June 30, 2006			51,287,747			23,242				5,729,401				1,741			(4,672	)		20,311
Private placement			7,600,000			7,980				-				-			-			7,980
Exercise of warrants			4,714,932			2,944				(4,714,932	)			-			-			2,944
Exercise of agents’
compensation warrants			1,013,969			750				(1,013,969	)			(128	)		-			622
Exercise of
stock options			200,000			173				-				(65	)		-			108
Expiry of warrants			-			-				(500	)			-			-			-
Stock-based compensation			-			-				-				407			-			407
Warrants issued for
agents’ compensation			(188	)		-				532,000				188			-			-
Share issue cost			-			(683	)			-				-			-			(683	)
Net loss for the year			-			-				-				-			(4,595	)		(4,595	)
Balance, June 30, 2007			64,816,648			34,218				532,000				2,143			(9,267	)		27,094

7

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30,2007

(In thousands of Canadian Dollars unless otherwise shown)

1.  NATURE OF OPERATIONS AND GOING CONCERN

Operations

Goldbelt Resources Ltd. (the “Company” or “Goldbelt”) is a Canadian-based resource company engaged in the acquisition, exploration and development of precious metal properties primarily in Burkina Faso, West Africa and is presently developing its 90%-owned Inata gold project (the “project”).

Going Concern

The accompanying financial statements have been prepared on the basis of Canadian generally accepted accounting principles (“Canadian GAAP”) applicable to a “going concern”, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. However, certain historical adverse conditions and events cast substantial doubt upon the validity of this assumption.

During the years ended June 30, 2007, 2006 and 2005, the Company incurred losses of $4,595, $3,313 and $1,736, respectively. Cash flow required for operating activities, totaled $7,065 for these three years. To date the Company has not earned any revenues from its mineral properties and has an accumulated deficit of $9,267. The Company is considered to be in the exploratory stage and is subject to the risks and challenges similar to other companies in that stage of development.

These risks include, but are not limited to, the dependence on key individuals, successful discovery of economically recoverable reserves, the preservation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain financing necessary to complete development of the project and the future profitable production therefrom or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis and continue as a “going concern”. In addition, the properties may be subject to sovereign risk, including political and economic instability, government regulations relating to mining, currency fluctuations and local inflation.

At June 30, 2007, the Company had working capital of $2,404. The funds required to continue operations and exploration activities during this period have been financed primarily from the issue of equity. The Company will continue to search for additional sources of debt and equity financing. However, there can be no assurance it will be able to raise sufficient funds in the future.

There can be no assurances that the Company’s activities will be successful and as a result there is substantial doubt regarding the “going concern” assumption. These consolidated financial statements do not reflect adjustments that would be necessary if the “going concern” assumption were not appropriate. If the “going concern” assumption were not appropriate for these consolidated financial statements, then adjustments to the carrying values of the assets and liabilities, the reported expenses and the balance sheet classifications, which could be material, may be necessary.

The accompanying consolidated financial statements are prepared by management in accordance with Canadian GAAP, and in the opinion of management, include all adjustments considered necessary for fair and consistent presentation of financial statements.

8

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

2.  SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

These consolidated financial statements include the accounts of the Company and the following subsidiaries:

Resolute (West Africa) Ltd	100% owned
Goldbelt Resources (Jersey) Ltd	100% owned
SMB West Africa (Jersey) Ltd	100% owned
Goldbelt Resources (West Africa) S.A.R.L.	100% owned
Société Des Mines de Belahouro S.A.	90% owned
521966 BC Ltd	100% owned
Goldbelt Management Services, Inc	100% owned
Goldbelt International, LLC	100% owned
Resolute (West Africa) Mining Company S.A.	100% owned

Use of estimates

The preparation of financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Significant estimates and assumptions include those related to the recoverability of the carrying value of mineral properties, estimated useful lives of plant and equipment, determinations as to whether costs are expensed or deferred and estimate of stock-based compensation expense. While management believes that these estimates and assumptions are reasonable, actual results could vary significantly.

Short-term investments

Short-term investments consist of guaranteed investment certificates (“GICs”) with maturity dates of more than a period of 90 days. Short-term investments are carried at cost, which approximates fair value.

Plant and equipment

Equipment is recorded at cost less accumulated amortization. Amortization of equipment used for exploration and development is capitalized to mineral properties.

Amortization is recorded using the straight-line method based on a useful life of five years for office and field equipment, and three years for computer equipment and vehicles. Leasehold improvements are amortized on a straight-line basis over the term of the respective lease.

Mineral properties

All costs related to the acquisition, exploration and development of mineral properties are capitalized by property. Upon reaching commercial production, these capitalized costs will be transferred from exploration properties to producing properties on the consolidated balance sheet and will be amortized using the unit-of-production method over estimated ore reserves.

9

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

The carrying value of mineral properties is evaluated for impairment at least annually and also when events or changes in circumstances indicate the related carrying amounts may not be recoverable and are written down when the long-term expectation is that the net carrying amount will not be recovered.

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history typical of many mineral properties.  The Company has investigated title to all of its mineral properties and, to the best of its knowledge, titles to all of its properties are in good standing.

Income taxes

Income taxes are accounted for under the asset and liability method. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Future income tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities, and are measured using the substantively enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period during which the change in rates is considered to be substantively enacted.  To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

Stock-based compensation

The Company has a stock-based compensation plan (“the Plan”), as described in note 7. The Company uses the fair-value method to measure the compensation cost of stock options. Compensation costs are measured at the grant date based on the fair value of the award using the Black-Scholes option pricing model. Compensation expense for options with immediate vesting is recognized in the period of the grant and for options without immediate vesting is recognized on a straight line basis over the vesting periods, with a corresponding increase to contributed surplus. Compensation costs for all share based payments are based on the grant date fair value.

Foreign currency translation

The Company’s subsidiaries are integrated foreign operations and are translated into Canadian dollars using the temporal method. Under this method, monetary items are translated at the exchange rate in effect at the balance sheet date and non-monetary items are translated at historical exchange rates. Income and expense items are translated at rates approximating those in effect at the time of transactions. Translation gains and losses are reflected in the statement of operations for the year.

Loss per share

Loss per share computations are based upon the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method it is assumed that the proceeds deemed to be received on the exercise of these instruments are applied to reacquire common shares at the average market price during the year. When the Company reports a loss, the diluted net loss per common share is equal to the basic net loss per common share due to the anti-dilutive effect of the outstanding stock options.

10

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Asset retirement obligation

The Company accounts for asset retirement obligations (“ARO”) by recognizing the fair value of a liability for an ARO in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over the life of the asset. The Company has determined it has no material ARO’s as at June 30, 2007 and 2006.

Comparative figures

Certain comparative figures have been reclassified to conform to the presentation format used in the current period.

3. SHORT-TERM INVESTMENTS AND RESTRICTED CASH

	2007		2006
		$		$
GICS with maturities less than 12 months		3,950		5,625
GICs yield average interest of 3.7% (2006 – 4.0%).

Restricted cash is the result of two security pledges ($713 associated with a contract for the plant dismantling and $150 for corporate credit cards used primarily for travel expenses).

4. PLANT AND EQUIPMENT

			Accumulated			Net Book
2007	Cost		Amortization				Value
	$			$			$
Process plant (1)		3,051			-			3,051
Vehicles		365			95			270
Computer equipment		131			47			84
Field equipment		123			32			91
Office equipment		88			39			49
Leasehold improvements		36			-			36
		3,794			213			3,581

11

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

4. PLANT AND EQUIPMENT (continued)

			Accumulated			Net Book
2006	Cost		Amortization				Value
	$			$			$
Vehicles		72			2			70
Field equipment		86			3			83
Computer equipment		39			11			28
Office equipment		36			16			20
		233			32			201

(1) Process plant

On May 9, 2006, the Company entered into an exclusive option agreement with Tanami Gold NL (Australia) (“Tanami”) for the purchase of a used gold processing plant located near Darwin, Australia for A$2,000. A non-refundable deposit of $187 (A$200) was paid in the year ended June 30, 2006, which was applied against the cost of the plant in the year ended June 30, 2007.

A refundable security deposit of $180 (A$200) was paid to Tanami to meet potential removal expenditures incurred by Tanami. The Company is obligated to dismantle this process plant and has incurred expenditures of $1,276 relating to removal as of June 30, 2007.

5. MINERAL PROPERTIES

			Belahouro		Other
	Inata(1)		Area		Licenses		Total
	$		$		$		$
Balance – June 30, 2005		9,741		-		500		10,241
Resolute acquisition		1,183		-		52		1,235
Exploration expenditures		2,263		29		289		2,581
Expenditures in fiscal 2006		3,446		29		341		3,816
Balance – June 30, 2006		13,187		29		841		14,057
Expenditures in fiscal 2007		5,061		1,036		955		7,052
Balance – June 30, 2007		18,248		1,065		1,796		21,109

(1 ) includes the original Belahouro exploration license

In April 2007 the Company’s 90% owned subsidiary, Société des Mines de Belahouro SA (“SMB”), was granted a mining permit for the Inata gold project. SMB was established and registered in Burkina Faso for the purpose of controlling the future Inata mining operations. The government of Burkina Faso holds the remaining 10% ownership in SMB. The Inata permit is valid for a period of 20 years.

The Belahouro area consists of exploration licenses that surround the Inata gold project. Goldbelt holds other exploration licences in Burkina Faso.

The Company is subject to annual minimum exploration expenditures over the three year term of each license. The total commitment on all existing licenses until their respective expiry dates approximates $6.6 million. All licenses are subject to a government royalty of 3% on gross sales and the Inata gold project is subject to an additional royalty of 2.5% payable to a third party.

12

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

6. CAPITAL STOCK AND CONTRIBUTED SURPLUS

	2007	2006
	$	$
Authorized
Unlimited number of common shares without par value
Issued
64,816,648 common Shares (2006: 51,287,747)	34,218	23,242

Compensation Shares

1) Pursuant to employment contracts with senior members of management, the Company is committed to issuing 2,250,000 shares subject to the achievement of performance targets. As of June 30, 2007, certain performance targets had been met and 545,000 shares were issuable subject to final approval from the Toronto Stock Exchange.

2) The Board, pending shareholder approval, has awarded 250,000 shares to the Executive Chairman for services provided in the year ended June 30, 2007.

As of June 30, 2007, these shares have not been issued and the fair value of these shares of $795 has been included in stock-based compensation and accrued liabilities.

Bridge Finance Facility and Demand Facility

Pursuant to the terms of an interim financing arrangement with Macquarie Bank Limited by way of a $8 million Bridge Finance Facility and a $3 million Demand Facility the Company issued on September 4, 2007 468,668 common shares in consideration for an Arranging Fee and Facility Fee.

Private placements

Year ended June 30, 2006

On January 13, 2006, the Company completed a private placement by issuing 1,538,462 common shares at $0.65 per share for gross proceeds of $1,000. The Company paid commissions and issuance costs of $77; and granted 107,692 agents’ compensation warrants valued at $25 and exercisable at $0.71 per share until January 13, 2007.

The Company recorded a fair value of $25 for the 107,692 agents’ compensation warrants during the year ended June 30, 2006, using the Black–Scholes option pricing model. This amount was recorded as cost of share issue and contributed surplus. The valuation was calculated with the following assumptions: risk free interest rate of 2.8%; annualized volatility factor of the expected market price of the Company’s common stock of 80%; expected life of the warrants of 1 year, and expected dividend yield of 0%.

Year ended June 30, 2007

On September 27, 2006, the Company completed a private placement by issuing 7,600,000 common shares at $1.05 per share for gross proceeds of $7,980. The Company paid commissions and issuance costs of $683; and granted 532,000 agents’ compensation warrants exercisable at $1.17 per share until September 27, 2007.

The Company recorded a fair value of $188 for the 532,000 agents’ compensation warrants granted using the Black–Scholes option pricing model. This amount was recorded as cost of share issue and contributed surplus. The valuation was calculated with the following assumptions: risk free interest rate of 3.9%;

13

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

6.  CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

annualized volatility factor of the expected market price of the Company’s common stock of 80%; expected life of the warrants of 1 year, and expected dividend yield of 0%.

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options.

Warrants and agents’ compensation warrants

The following table reflects the continuity of warrants and agents’ compensation warrants to acquire common shares of the Company at June 30, 2007:

						Number of common shares
	Exercise		Balance									Expired/			Balance
Expiry Date	Price		June 30,			Issued			Exercised			Cancelled			June 30,
	$		2006												2007
March 3, 2007		0.50		1,882,353			-			(1,882,353	)		-			-
March 3, 2007		0.65		1,882,353			-			(1,882,353	)		-			-
March 3, 2007		1.00		125,000			-			(125,000	)		-			-
March 3, 2007		0.65		500			278,374	(2)		(278,374	)		(500	)		-
March 3, 2007		0.50		835,123	(1)		-			(835,123	)(2)		-			-
January 13, 2007		0.71		53,846			-			(53,846	)		-			-
January 13, 2008		0.65		180,995			-			(180,995	)		-			-
January 13, 2008		0.845		180,995			-			(180,995	)		-			-
January 17, 2008		0.75		294,118			-			(294,118	)		-			-
January 17, 2008		0.98		294,118			-			(294,118	)		-			-
September 27, 2007		1.17		-			532,000			-			-			532,000
				5,729,401			810,374			(6,007,275	)		(500	)		532,000

(1)   The Company issued 1,068,550 units as agents’ compensation warrants in conjunction with the March 3, 2005 private placement. Each agent’s compensation warrant was exercisable at $0.50 into one common share and one–half of one common share purchase warrant. Each whole warrant entitled the holder to acquire one additional common share at an exercise price of $0.65 until March 3, 2007.

(2)   The amount included 556,749 common shares and 278,374 whole warrants issued upon exercise of 835,123 agents’ warrants.

14

Goldbelt Resources Ltd. (An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

6.  CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

The following table reflects the continuity of warrants and agents’ compensation warrants to acquire common shares of the Company for the year ended June 30, 2006:

					Number of common shares
	Exercise		Balance										Balance
Expiry Date	Price		June 30,		Issued		Exercised			Cancelled			June 30,
	$		2005										2006
September 3, 2006		0.65		11,764,706		-		(10,588,235	)		(1,176,471	)		–
March 3, 2007		0.50		1,882,353		-		-			-			1,882,353
March 3, 2007		0.65		1,882,353		-		-			-			1,882,353
March 3, 2007		1.00		125,000		-		-			-			125,000
March 3, 2007		0.65		-		255,898		(255,398	)		-			500
March 3, 2007		0.50		1,602,825		-		(767,702	)		-			835,123
January 13, 2007		0.71		-		107,692		(53,846	)		-			53,846
January 13, 2008		0.65		-		180,995		-			-			180,995
January 13, 2008		0.845		-		180,995		-			-			180,995
January 17, 2008		0.75		-		294,118		-			-			294,118
January 17, 2008		0.98		-		294,118		-			-			294,118
				17,257,237		1,313,816		(11,665,181	)		(1,176,471	)		5,729,401

7. INCENTIVE STOCK OPTIONS

The Company has a stock option plan (the “Plan”) whereby, from time to time at the discretion of the Board of Directors, stock options are granted to directors, officers, employees and certain consultants to the lesser of 9,000,000 shares and 10% of the issued common shares. The exercise price of each option shall not be less than the market price of the Company’s common stock on the grant date. The Board of Directors determines the vesting period at their discretion.  As at June 30, 2007, options to acquire 4,985,000 common shares were outstanding, of which 4,191,250 were exercisable.

Stock option plan

	Options						Weighted Average
							Exercise Price
	2007			2006			2007		2006
Outstanding, beginning of year		5,110,000			1,985,000			0.67		0.43
Granted		1,575,000			3,785,000			1.11		0.69
Exercised		(200,000	)		(660,000	)		0.54		0.10
Cancelled/ forfeitures		(1,500,000	)		-			0.76		-
Outstanding, end of year		4,985,000			5,110,000			0.78		0.67

15

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

7. INCENTIVE STOCK OPTIONS (Continued)

	Number	Exercise	Expiry
Fiscal year granted	of Options	Price	Date
		$
2005	375,000	0.48	December 1, 2007
	150,000	0.25	July 12, 2009
	800,000	0.72	March 9, 2010
2006	100,000	0.54	September 26, 2010
	200,000	0.54	February 16, 2008
	700,000	0.62	November 30, 2010
	225,000	0.62	July 12, 2009
	300,000	0.69	December 16, 2010
	150,000	0.71	January 9, 2011
	660,000	0.89	February 10, 2011
2007	400,000	1.08	February 1, 2017
	100,000	1.08	March 7, 2012
	250,000	1.18	May 10, 2012
	100,000	1.19	April 30, 2012
	275,000	1.16	June 7, 2012
	200,000	1.01	June 26, 2012
Total	4,985,000

The Company used the Black-Scholes option pricing model to determine the fair value of the options granted during the years ended June 30, 2007, 2006 and 2005, using the following assumptions:

		2007				2006				2005
Number of options granted net of forfeitures	1,325,000				3,785,000				1,325,000
Estimation of fair value			777				1,590				186
Unamortized balance			270				425				52
Assumptions:
Weighted average risk free rate			4.0	%			3.9	%			3.3	%
Annualized volatility			70	%			70	%			70	%
Weighted average expected life (years)			5.0				5.0				4.3
Expected dividend yield			0	%			0	%			0	%

16

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

8.  RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related parties not disclosed elsewhere:

a)   At June 30, 2007, the Company owed $267 (2006: $Nil) to directors for consulting fees, which are included in accounts payable and accrued liabilities.

b)   The Company had related party transactions with directors or associated corporations, which were in the normal course of operations and were measured at the exchange amounts as follows:

Type of		Terms and	2007		2006		2005
Related party	fees	conditions	$		$		$
Directors	Consulting	Normal commercial		473		162		69
Director related entities	Professional	Normal commercial		-		-		189
Directors	Acquisition	Normal commercial		-		-		230
Directors	Financing	Normal commercial		-		-		139
				473		162		627

9. INCOME TAXES

The company did not record a provision or benefit for income taxes for the years ended June 30, 2007, 2006 and 2005, due to recurrence of operating losses and the Company’s determination that it is not more likely than not that future assets will be realized.

The provision for income taxes differs from the result which would be obtained by applying the combined Canadian Federal and Provincial statutory income tax rates to income before income taxes. The difference results from the following:

	2007			2006			2005
	$			$			$
Loss before income tax provision		(4,595	)		(3,313	)		(1,736	)
Statutory income tax rate		36.12	%		36.12	%		36.12	%
Expected income taxes recoverable		(1,659	)		(1,197	)		(627	)
Permanent differences		439			440			149
Change in valuation allowance		1,220			757			478
Actual income tax provision		-			-			-

17

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

9.  INCOME TAXES (continued)

The tax effect of temporary differences that would give rise to significant portions of the future tax assets (there are no future tax liabilities) at June 30, 2007 are as follows:

	2007			2006
	$			$
Future income tax assets:
Canada
Non-capital losses		2,588			1,403
Property, plant and equipment		16			6
Resource-related deductions		987			1,003
Deferred financing charges		296			177
Burkina Faso
Mineral Properties		148			-
Less: valuation allowance		(4,035	)		(2,589	)
Future income taxes		-			-

Future income tax assets are recognized to the extent that the realization is considered more likely than not. Since the Company has determined that it is more likely than not that the future tax assets are not recoverable, the future income tax assets have been fully offset by a valuation allowance.

At June 30, 2007, the Company has the following unused non-capital tax losses available for tax purposes:

Year of Expiry	Canada
	$
2008	333
2009	70
2010	120
2015	1,506
2026	2,222
2027	3,711
	7,962

10.  SEGMENTED INFORMATION

All of the Company’s operations are in the mineral resource exploration industry with its principal business activity in the acquisition and development of mineral resource properties.  The Company has mineral resource properties located in Burkina Faso and a dismantled plant in Australia. Geographic segmentation of plant and equipment and mineral properties is as follows:

	2007		2006		2005
	$		$		$
Equipment and mineral properties:
Burkina Faso		21,597		14,234		10,270
Australia		3,051		-		-
Canada		42		24		16
		24,690		14,258		10,286

18

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

11. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	2007			2006			2005
	$			$			$
Receivables		(140	)		(21	)		3
Prepaid expenses		(97	)		(19	)		(20	)
Accounts payable and accrued liabilities		187			(187	)		220
		(50	)		(227	)		203

12. FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, restricted cash, short term investments, receivables, and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

The Company is exposed to financial risk arising from fluctuations in foreign exchange rates because of business transactions in foreign countries. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

13. COMMITMENTS AND CONTINGENCIES

The following is a summary of contractual commitments of the Company including payments due for each of the next five years and thereafter.

Contractual	Payments due by period
Obligations			Less than 1		1-3 years		4-5 years		After 5 years
	Total		year
Operating		$385		$191		$194		-		-
Leases

The Company has entered into agreements to lease premises for various periods until June 30, 2010. The annual rent of premises consists of minimum rent plus realty taxes, maintenance and utilities.

19

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

14.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The consolidated financial statements of the Company have been prepared in accordance with Canadian GAAP. The material differences affecting the Company between Canadian GAAP and U.S. GAAP relating to measurement and recognition are explained below, along with their effect on the Company’s consolidated financial statements. The following is a reconciliation of net income under Canadian GAAP to net income under U.S. GAAP.

a)   Loss and per share information

	2007			2006			2005
	$			$			$
Loss under Canadian GAAP		(4,595	)		(3,313	)		(1,736	)
Mineral properties expenditures expensed
under U.S. GAAP (Note 13(d))		(7,052	)		(2,632	)		(2,547	)
Loss under U.S. GAAP		(11,647	)		(5,945	)		(4,283	)
Loss per share U.S. GAAP
Basic		(0.19	)		(0.15	)		(0.25	)
Diluted		(0.19	)		(0.15	)		(0.25	)
Weighted average number of shares outstanding
Basic		60,652,597			38,475,471			17,274,397
Diluted		60,652,597			38,475,471			17,274,397

b) Balance sheets

The following table summarizes the balance sheet prepared in accordance with U.S. GAAP:

	2007			2006
	$			$
Mineral properties
As determined under Canadian GAAP		21,109			14,057
Adjustment for expenditures expensed (Note 13 (d))		(12,231	)		(5,179	)
Mineral properties as determined under U.S. GAAP		8,878			8,878
Shareholders’ equity
Capital stock
As determined under Canadian GAAP		34,218			23,242
Amortization of note discount (Note 13 (e))		(394	)		(394	)
Compensation expense Note 13 (f))		718			718
Capital Reduction (Note 13 (g))		48,194			48,194
As determined under U.S. GAAP		82,736			71,760
Contributed surplus as determined under Canadian GAAP and U.S. GAAP		2,143			1,741
Deficit
As determined under Canadian GAAP		(9,267	)		(4,672	)
Amortization of note discount (Note 13 (e))		394			394
Compensation expense (Note 13(f))		(718	)		(718	)
Capital reduction (Note 13(g))		(48,194	)		(48,194	)
Mineral properties expenditures expensed
under U.S. GAAP (Note 13 (d))		(12,231	)		(5,179	)
As determined under U.S. GAAP		(70,016	)		(58,369	)
Shareholders’ equity as determined under U.S. GAAP		14,863			15,132

20

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

14.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

c)    Statements of cash flows

The impact of the differences between Canadian GAAP and U.S. GAAP on the statements of cash flows would be as follows:

	2007			2006			2005
	$			$			$
Net cash used in operating activities
Canadian GAAP		(3,498	)		(2,430	)		(1,137	)
Mineral properties expensed under U.S. GAAP		(5,543	)		(3,806	)		(717	)
Net cash used in operating activities, U.S. GAAP		(9,041	)		(6,236	)		(1,854	)
Net cash (used in) provided by investing activities
Canadian GAAP		(7,390	)		(5,374	)		(7,363	)
Mineral properties expensed under U.S. GAAP		5,543			3,806			717
Net cash used in investing activities, U.S. GAAP		(1,847	)		(1,568	)		(6,646	)
Financing activities
Canadian GAAP and U.S. GAAP		10,971			8,193			7,546
Increase in cash during the year		83			389			(954	)
Cash, beginning of year		494			105			1,059
Cash, end of year		577			494			105

d)   Under Canadian GAAP, the Company accounts for mineral properties as described in Note 2 and for U.S. GAAP amounts incurred are expensed. Acquisition costs associated with the Belahouro property amounting to $8,878 have been capitalized.

Under U.S. GAAP, the capitalization of mineral properties exploration and development expenditures is generally considered unsupportable until determined to be economically viable as supported by a bankable feasibility study.

e)   Under Canadian GAAP, the Company was required to credit capital stock for the estimated value of the conversion feature of a convertible note which originated in 1994 and amortized this amount over the term to maturity until 1998. Under U.S. GAAP, the entire principal amount of the convertible note was treated as debt.

f)   The Company accounts for stock based compensation as disclosed in Note 2 and accordingly there is no difference between Canadian GAAP and U.S. GAAP for the fiscal years ended June 30, 2007, 2006 and 2005. Prior to fiscal 2005, for U.S. GAAP purposes, the Company elected to account for stock-based compensation using Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. Accordingly, compensation cost for stock options was measured as the excess, if any, of the quoted market price of the Company’s stock at the date of the grant over the option price.

g)   In the year ended June 30, 2003, the Company elected to reduce it’s capital stock against its accumulated deficit. Under U.S. GAAP, this treatment is not permitted.

21

Goldbelt Resources Ltd.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2007

(In thousands of Canadian Dollars unless otherwise shown)

15.  RECENT ACCOUNTING PRONOUNCEMENTS

a)   Recent Canadian Accounting Pronouncements

i.   In January 2005, the Canadian Institute of Chartered Accountants (“CICA”) released new Handbook Section 3855, “Financial Instruments – Recognition and Measurement” (CICA 3855), effective for annual and interim periods beginning on or after October 1, 2006. CICA

3855 establishes standards for recognizing and measuring financial assets and liabilities and non-financial derivatives. All financial assets, except those classified as held to maturity, and derivative financial instruments, must be measured at fair value. All financial liabilities must be measured at fair value when they are classified as held for trading; otherwise, they are measured at cost. Investments available for sale are recorded at fair value with the unrealized gains or losses recorded through comprehensive income. The impact will be similar to the impact on comprehensive income for U.S. GAAP purposes.

ii.   In January 2005, the CICA issued new Handbook Section 1530 “Comprehensive Income” (CICA 1530) and Handbook Section 3251, “Equity” (CICA 3251) effective for interim and annual periods beginning on or after October 1, 2006. CICA 1530 establishes standards for reporting and presenting certain gains and losses normally not included in net earnings or losses, such as unrealized gains and losses related to available for sale securities, in a statement of comprehensive income. CICA 3251 establishes standards for the presentation of equity and changes in equity as a result of the new requirements in CICA 1530.

The Company believes there will be no material impact from the adoption of these sections.

b)   Recent U.S. Accounting Pronouncements i. In July 2006, FASB issued FASB Interpretation (FIN) No. 48, Accounting for Income Taxes. FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. In addition, FIN48 clearly scopes out income taxes from SFAS No. 5, Accounting for Contingencies. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will implement this interpretation in the fiscal year commencing July 1, 2007. The Company has completed a preliminary assessment regarding the effect of the implementation of FIN 48 and has determined that the adoption of FIN 48 will not have a material impact on its consolidated financial position or results of operations.

ii.   In 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, Fair Value Measurements. This new pronouncement provides guidance for using fair value to measure assets and liabilities. FASB believes the pronouncement also responds to investors’ requests for expanded information about the extent to which corporations measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. Statement 157 applies whenever other standards require (or permit) assets or liabilities to be measure at fair value but does not expand the use of fair value in any new circumstances. The standard clarifies that for items that are not actively traded, such as certain kinds of derivatives, fair value should reflect the price in a transaction with a market participant, including an adjustment for risk, not just the company’s mark-to- market value. Statement 157 also requires expanded disclosure of the effect for items measured using unobservable data. The company is currently evaluating whether the adoption of Statement 157 will have a material effect on its consolidated financial position, results of operations or cash flows.

22

EX-99.3

Exhibit 99.3

Management’s Discussion and Analysis (“MD&A”)

Contents

COMPANY OVERVIEW	2
ANNUAL SUMMARY	6
RESULTS OF OPERATIONS	7
FINANCIAL RESOURCES AND LIQUIDITY	8
CONTRACTUAL OBLIGATIONS AND COMMITMENTS	9
FINANCIAL INSTRUMENTS	9
OFF-BALANCE SHEET ARRANGEMENTS	9
TRANSACTIONS WITH RELATED PARTIES	10
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	10
RISKS AND UNCERTAINTIES	10
DISCLOSURE CONTROLS AND PROCEDURES	14
OUTSTANDING SHARE DATA	15
PROVEN AND PROBABLE MINERAL RESERVES	15
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION	15

For the year ended June 30, 2007

This Management Discussion and Analysis (“MD&A”) should be read in conjunction with the Company’s annual audited consolidated financial statements for the year ended June 30, 2007. Financial data contained herein has been prepared by management in accordance with Canadian Generally Accepted Accounting Principles (“Canadian GAAP”).  All dollar amounts included in the MD&A are in thousands of Canadian dollars, unless otherwise specified.

This report is dated as at September 7^th, 2007. Additional information related to the Company, including its most recent Annual Information Form, can be reviewed on the SEDAR website at www.sedar.com.

1

Company Overview

Goldbelt Resources Ltd. (“Goldbelt” or the “Company”) is a Canadian-based resource company engaged in the acquisition, exploration and development of gold properties primarily in Burkina Faso, West Africa.  The Company’s mineral properties include 20 tenements covering a total area of approximately 4,716 km² in the Belahouro, Houndé, Bougouriba and Koupela regions of Burkina Faso.

The Company is currently advancing the development of the Inata gold project (the “Project”) through its 90%-owned Burkina Faso subsidiary Société des Mines de Belahouro S.A. (“SMB”).

Inata Gold Project

Goldbelt’s 90%-owned subsidiary, SMB was granted the mining permit for the Project by the government of Burkina Faso in April 2007. The permit covers an area of approximately 26km² and is valid for a period of 20 years.

The Company released a Prefeasibility Study for the Project on November 1, 2006. The Study concluded that the Project will process 633,000 ounces of gold, for an average annual gold production of 106,500 ounces of gold for the first five years based on a process rate of 1.5 million tonnes per annum. The Prefeasibility average cash operating cost was estimated at US$290 per ounce over a 6.1 year mine life.

The Prefeasibility Study was based on the resources published in April, 2006. The Company announced updates to the resource estimation in March 2007 and July 2007. Whereas the Prefeasibility Study was based on total measured and indicated resources of 948,000 ounces of gold, the most recent estimate is for 1,396,930 ounces of gold a 47% increase in contained gold from the April 2006 resource estimation. There is an additional inferred resource of 297,910 ounces of gold.

The mineable reserve estimate has been increased by 45% to 921,000 ounces from the Prefeasibility Study.

Resource estimates conducted in 2006 and 2007 for the Prefeasibility Study and the Bankable Feasibility Study respectively have been estimated for the same deposits (Inata, Sayouba and Minfo) and the criteria used to calculate the resources is generally similar. Multiple Indicator Kriging (‘MIK’) is the dominant method of grade interpolation and the cut-off grade used was the same (0.5 g/t gold). Therefore, they can be compared directly.

In December 2006, the Company completed the purchase of the Brocks Creek Processing Plant from Tanami Gold NL (Australia) (“Tanami”) at a purchase price of CDN $1.8 million (AUD $2.0 million). The gold processing plant was located 125 km south of Darwin in the Northern Territory, Australia. Dismantling of the key plant components (SAG mill, ball mill, jaw crusher, classification circuit and electrical controls) was completed in August 2007. It is anticipated that these plant components will be refurbished and relocated to the Inata mine site in Burkina Faso in the first half of 2008.

Goldbelt has recently secured an additional second-hand ball mill for the Project which will result in an increase to the targeted process production rate of 2.0 million tonnes per annum to 2.25 million tonnes and an average annual gold production of approximately 140,000 ounces.

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Ongoing work at Inata includes a recent re-design of the Gomde dam structure which will be providing process water to the mill; further metallurgical testwork to optimise gold recoveries; further resource definition and extension drilling especially north of Inata North and at Minfo; exploration and development of hydrogeological targets; and exploration and development of other known resource targets within the Belahouro tenements.

In June and July, 2007 an area covering the proposed Stage 1 Inata North pit was drilled on a 12.5mN by 10mE grid pattern to a consistent 310mRL (~30m below surface level). The data from the resultant 202 hole, 6,979m grade control program will be incorporated into the resource model to give a more accurate geological picture and grade distribution model in preparation for mining.

An additional 41 reverse circulation (“RC”) drill holes for 3,245m of RC drilling was concluded in June 2007 at the northern extension of Inata North, Inata West and Minfo to explore for additional ‘easy’ and shallow oxide gold resources. The results of the additional resource drilling and the grade control drilling are awaited from the SGS Laboratory in Ouagadougou, Burkina Faso. Once available, they will be used in another round of resource estimation in the fourth quarter of 2007.

The Company completed its negotiations with the Government of Burkina Faso for the Mining Convention on August 16^th 2007. The Mining Convention governs specific details relating to fiscal arrangements, taxation, employment, land and mining guarantees, and environmental protection, in accordance with Burkina Faso’s Mining Code.

Goldbelt recently recruited the General Manager Operations for the management of the Project development and the future gold mining operations. The recruitment of other key operating management staff will continue in the forthcoming months.

Other exploration tenements

In May 2007, renewal documents for three licenses in the Hounde area (Lamou, Kopoi and Bouhaoun) were lodged with the Ministry of Mines and Energy. Several phases of exploration were conducted over these, and the other Hounde Group of licenses.

Additional soil samples totalling 6,419 were collected over the Lamou, Bouhaoun and Kopoi Licenses targeting the lateral extents of gold mineralised zones. The results of this detailed soil sampling exercise are awaited.

In addition to the large geochemical soil exploration conducted, 20,282m of rotary air blast (“RAB”) drilling in 709 holes was completed between August 2006 and 2007 over gold-in-soil geochemical anomalies at Kopoi, Bouhaoun, Wakui and Lamou. Assay results are still awaited from the SGS Laboratory in Ouagadougou for this drilling.

Results from RAB drilling conducted earlier in 2006 at Hounde include:

Grand Espoir Prospect

5m @ 5.44 g/t gold from 33m (HKRB040) and 3m @ 3.46 g/t gold from 44m (HKRB051)

Dohoun Prospect

8m @ 1.74 g/t gold from 15m (HKRB003)

9m @ 2.51 g/t gold from 39m (HKRB013) and

4m @ 6.51 g/t gold from 55m (HKRB015).

Kari Pompe Prospect

3m @ 31.92 g/t gold from 62m (HKRB093) and

4m @ 3.47 g/t gold from 25m (HKRB097).

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At Karba, 69 RC holes were drilled at Kari Pompe, Grand Espoir and the Dohoun Prospects. Much of this drilling was successful in defining podiform mineralisation that was following up on the earlier RAB drilling.

At the Bougouriba Group of licenses (Diosso and Mandiosso), 20 RC drill holes for 2,022m of drilling was completed principally at two sites: the Kueredougou Prospect and south of Diosso Village.

The results were encouraging along 1km-long zones of extensive and continuous artisanal workings. Results from the Kueredougou Prospect include 3m @ 14.85 g/t gold from 77m (MDRC002), 7m @ 2.05 g/t gold from 74m (MDRC003) and 6m @ 4.81 g/t gold from 49m (DSORC001). Results from the Diosso South Prospect include 3m @ 5.92 g/t gold from 58m (DSORC006) and 1m @ 19.5 g/t gold from 64m and 1m @ 14.8 g/t gold from 88m (DSORC008).

A 5,000m RC and diamond core program is planned for the fourth quarter of calendar 2007 at the Kueredougou Prospect to follow-up on the results of the reconnaissance RC drilling in late 2006.

Two hundred and eighty-six rock chip samples have also been taken from the Bougouriba licenses while mapping of the existing and new artisanal sites was undertaken.

One new exploration license of 250 km² was granted to Goldbelt in the Belahouro area (Tabassi Est).

Eighty RC drill holes for 8,475m of drilling were conducted in late 2006 over the Souma Trend targets and at Gassel Garafo. The results of the drilling were announced in late 2006 and are summarised in a release dated February 22, 2007. The results along the 13km of known Souma Trend indicate that the mineralisation is boudinaged and that several pods of mineralisation occur over the entire length of the Souma Trend that Goldbelt geologists believe have economic grades and widths warranting further drilling. These prospects include Souma Village (which has been renamed the Dynamite Prospect due to the close proximity of a pit called ‘Dynamite Pit’) where results of 12m @ 2.57 g/t gold from 48m (SRC065), 8m @ 5.07 g/t gold from 43m (SRC064), 6m @ 13 g/t gold from 87m and 10m @ 12.63 g/t gold from 101m (SRC081).

Two other prospects, BSF1 and N’Darga, also received some drilling with encouraging results.

All these prospects will receive additional drilling and sampling after the rainy season (4^th calendar quarter of 2007).

The Company plans to conduct a large geological interpretation exercise over each of the license groups in the 3^rd and 4^th quarters of calendar 2007. This interpretation will utilise all geophysical data including aeromagnetic, induced polarisation (IP), electro-magnetic (EM) and gravity data. The exercise will enable structural targets to be generated and will, along with the geochemical data, highlight areas or targets that the exploration team will follow-up on.

In February 2007, the Company entered into an exclusive option to acquire all of Barrick Exploration Africa Limited’s assets in Burkina Faso, Mali and Guinea. These licenses will complement Goldbelt’s existing license holdings in Burkina Faso and will allow Goldbelt to explore prospective regions in the two other West African countries.

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Outlook

The Company has experienced good relations with Government officials of Burkina Faso in obtaining and renewing its exploration tenements, obtaining its Inata Mining Convention and expects this relationship to continue in the development of its exploration and mining projects in the country.

Goldbelt aims to finalise the Bankable Feasibility Study for the Project in September 2007 and to be in production by the 4^th calendar quarter of 2008. The dismantling of the Brocks Creek Processing Plant was completed in August 2007. Some components will require refurbishment prior to shipping to Burkina Faso.

The Company’s 2006 and early 2007 exploration drilling and soil sampling programs at Hounde, Belahouro and Bougouriba have given Goldbelt encouragement that additional gold resources can be estimated from all areas in late 2007 and 2008. The exploration department has been strengthened with seasoned geological professionals to assist with the task of defining additional gold targets with the Company’s consultant exploration and resource development teams that provide ad hoc consultancy services. Of prime importance is to continue the exploration work around the Inata Deposit to target additional resources that will eventually become ore for the Inata mill.

Additional drilling, soil sampling and geophysics have been planned at all sites.

The Company remains open to the review of opportunities for possible merger or acquisition of mineral properties in Africa, particularly West Africa.

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Annual Summary

The results of annual operations are summarized in the following table which has been prepared in accordance with Canadian GAAP, applied on a consistent basis. For more detailed information, refer to the annual consolidated financial statements.

Year ended June 30,	2007			2006			2005
	$			$			$
Statement of operations
Loss		(4,595	)		(3,313	)		(1,736	)
Loss per share		(0.08	)		(0.09	)		(0.10	)
Balance Sheet
Total assets		31,019			20,681			14,862
Shareholders’ equity		27,094			20,311			11,032
Statement of cash flows
Investments in mineral properties
including working capital changes		5,543			3,806			717
Investments in plant and equipment
including working capital changes		2,846			182			37
Cash flows from financing activities
including working capital changes		10,971			8,193			7,546

Total assets increased in fiscal 2007 by $10.3 million as the Company’s exploration and development activities in Burkina Faso increased significantly from the prior year. In addition, Goldbelt completed the acquisition of the Brock’s Creek gold plant from Tanami and began dismantling the plant for relocation to the Project site.

Higher corporate, general and administrative costs were incurred in fiscal 2007 in support of the Company’s exploration and development activities resulting in a $4.6 million loss compared to a $3.3 million loss for the prior year.

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Results of Operations

The results of operations and financial position are summarized in the following tables, which have been prepared in accordance with Canadian GAAP.

	Jun 30, 2007 4th Quarter Fiscal 2007	Mar 31, 2007 3rd Quarter Fiscal 2007	Dec 31, 2006 2nd Quarter Fiscal 2007	Sep 30, 2006 1st Quarter Fiscal 2007
Statement of operations
Loss	(1,718)	(1,161)	(838)	(878)
Loss per share	(0.03)	(0.02)	(0.01)	(0.02)
Balance Sheet
Working capital	2,404	8,201	9,678	9,185
Total assets	31,019	29,655	30,211	29,622
Shareholders’ equity	27,094	28,906	29,320	27,171
Statement of Cash Flows
Investments in mineral properties	1,275	1,030	1,422	1,816
Purchase of plant and equipment	307	218	2,205	116
Cash flow from issue of shares (net)	110	524	2,943	7,394

	Jun 30, 2006 4th Quarter Fiscal 2006	Mar 31, 2006 3rd Quarter Fiscal 2006	Dec 31, 2005 2nd Quarter Fiscal 2006	Sep 30, 2005 1st Quarter Fiscal 2006
Statement of operations
Loss	(901)	(1,245)	(820)	(347)
Loss per share	(0.03)	(0.03)	(0.02)	(0.01)
Balance Sheet
Working capital	5,866	292	(1,383)	(473)
Total assets	20,681	14,939	12,789	13,507
Shareholders’ equity	20,311	12,913	10,307	10,706
Statement of Cash Flows
Investments in mineral properties	785	902	400	1,719
Purchase of equipment	96	13	56	17
Cash flow from issue of shares (net)	5,295	2,875	23	Nil

Results of Operation

The Company incurred a loss of $4.6 million for the year ended June 30, 2007 as compared to a loss of $3.3 million for the prior year. Corporate, general and administrative costs increased $1.6 million versus the prior year which is primarily a reflection of the significant increase in exploration and development activities in Burkina Faso. The Company opened a branch office in London, UK in support of the activities in Burkina Faso. The branch provides more timely access to Burkina Faso and is more centrally located to the various consultants engaged in the Project.

Three Months Ended June 30, 2007

The Company incurred a loss of $1,718 for the 3 months ended June 30, 2007 as compared to a loss of $901 for the comparable quarter in the prior year and a loss of $1,161 for the previous quarter. The increase in the loss for the 4^th quarter of fiscal 2007 as compared to the 3^rd quarter of fiscal 2007 was mainly attributable to the accrual of stock-based compensation expense for senior executives.

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Financial Resources and Liquidity

The Company’s main sources of financing are equity markets, outstanding warrants and options and its cash balances. As at June 30, 2007, the Company had cash and short-term investments including restricted cash of $5.4 million compared to the June 30, 2006 balance of $6.1 million.

Summary of Cash Flows
For the years ended June 30	2007			2006
	$			$
Operating activities
Cash flow from operations before changes in
non-cash operating working capital		(3,448	)		(2,203	)
Changes in non-cash operating working capital		(50	)		(227	)
		(3,498	)		(2,430	)
Investing activities
Acquisition of plant and equipment		(2,846	)		(182	)
Plant deposit		187			(187	)
Exploration and development expenditures		(5,543	)		(3,806	)
Short-term investments		1,675			(1,199	)
Restricted Cash		(863	)		-
		(7,390	)		(5,374	)
Financing activities
Proceeds of issuance of capital stock,
net of share issue costs		10,971			8,193
Change in cash during the year		83			389

Cash Used for Operating Activities

Cash flow used by operating activities totalled $3.5 million for the year ended June 30, 2007 as compared to $2.4 million for the prior year. The increase was primarily due to an increase in corporate, general and administrative costs in support of the exploration and development activities in Burkina Faso and in particular the Project.

Cash Used for Investing Activities

Cash flow used for investing activities increased significantly in fiscal 2007 due to the acquisition of the Brock’s Creek plant and an increase in exploration and development activities in Burkina Faso. Short-term investments decreased in 2007 by $1,675 as compared to an increase for the prior year of $1,199. The Company was required to pledge $863 as security deposits.

Cash Provided by Financing Activities

Cash flow provided by financing activities totalled $11.0 million for the year ended June 30, 2007 as compared to $8.2 million for the prior year. Financing activities in fiscal 2007 included a private placement in September 2006 for $8.0 million and the exercise of 4,714,932 warrants for proceeds of $2.9 million.

Liquidity

The Company had working capital of $2,404 as at June 30, 2007 which is not adequate to fund its planned activities for fiscal 2008. On May 22, 2007 Goldbelt appointed Macquarie Bank Limited (“Macquarie”) as exclusive arranger for project debt for its Inata

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Gold Project. Macquarie provided Goldbelt with an indicative term sheet for a US$50 million senior debt facility subject to due diligence and credit approvals. The due diligence process is ongoing and it is anticipated that credit approval will be achieved in the 4^th calendar quarter of 2007. The Company will also seek to raise funds through an equity offering in calendar 2007. Arrangements for interim financing were entered into with Macquarie late August 2007. The interim financing is in the form of a $8 million Bridge Finance Facility (“BFF”) and a $3 million Demand Facility. The Demand Facility was finalized early September and the full $3 million drawn. The authorization process for the BFF is ongoing and expected to be completed before the end of September. The Demand Facility is to be repaid in full from the first draw on the BFF.

Management estimates that the funds raised from the senior debt facility and an equity financing, if completed, will be sufficient to meet the Company’s planned expenditures for the next fiscal year. However, there is no guarantee that the Company will be able to raise sufficient funds in the future.

Contractual Obligations and Commitments

The Company is subject to annual minimum exploration expenditures over the three year term of each license. The total commitment on all existing licenses until their respective expiry dates approximates $6.6 million. All licenses are subject to a government royalty of 3% on gross sales and the Inata Gold Project is subject to an additional royalty of 2.5% payable to a third party.

The Company has entered into agreements to lease premises for various periods until June 30, 2010. The annual rent of premises consists of minimum rent plus realty taxes, maintenance and utilities.

Financial Instruments

The Company’s financial instruments consist of cash, restricted cash, short-term investments, receivables, accounts payable and accrued liabilities.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The Company is exposed to financial risk arising from fluctuations in foreign exchange rates and the degree of volatility of these rates.  The Company does not use derivative instruments to reduce its exposure to foreign currency risk.  The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

Off-Balance Sheet Arrangements

The Company does not enter into off-balance sheet arrangements with special purpose entities in the normal course of business.

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Transactions with Related Parties

The following table discloses transactions with Directors of the Company, which were in the normal course of operations and were measured at the exchange amounts, for the financial periods as follows:

	Type of	Year ended June 30
Related party	fees	2007			2006
		$			$
Paul Morgan	Consulting		416	*		114
Brian Irwin	Consulting		57			48
			473			162

Mr. Brian Irwin is currently compensated by a monthly retainer of $5.

*Consulting fees for 2007 include $250 for shares granted to the Chairman of the Board which are subject to shareholder and TSX approval.

Critical Accounting Policies and Estimates

The recoverability of the carrying value of the Project is dependent upon the ability to economically mine the reserves, the ability of the Company to obtain necessary permits and financing to complete the development and future profitable production therefrom or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.

The Company has yet to determine mineable reserves on its other mineral properties.  The recoverability of the carrying values of these mineral properties is dependent upon the discovery of reserves, the ability of the Company to obtain necessary permits and financing to complete the development and future profitable production there from or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.

Changes in future conditions could require material write-downs of the carrying values of mineral properties.  Management conducts periodic reviews of its mineral properties to determine if write-downs are required.  Management estimated that no write-downs were required in fiscal 2007.

Significant estimates and assumptions also include those related to the estimated useful lives of equipment, determinations as to whether costs are expensed or deferred, and stock compensation valuation assumptions.  Financial results as determined by actual events could differ from those estimates.

Risks and Uncertainties

The Company’s business is subject to a number of risks related to its exploration and development projects as well as risks related to the mining industry generally.

Political and Economic Risks of Doing Business in Burkina Faso

All of Goldbelt’s mineral properties are currently located in Burkina Faso, which is a politically stable country with newly developed mining and environmental legislation in

10

place. The fiscal laws and practices are well established and generally consistent with Western rules and regulations. However, there is no assurance that future political and economic conditions in this country will not result in its government adopting different policies respecting foreign development and ownership of mineral properties. Any changes in laws, regulations or shifts in political attitudes regarding foreign direct investment in the Burkina Faso mining industry are beyond Goldbelt’s control and may adversely affect its business. Goldbelt’s exploration and development activities may be affected in varying degrees by a variety of economic and political risks, including cancellation or renegotiation of contracts, changes in Burkina Faso’s domestic laws or regulations, changes in tax laws, royalty and tax increases, restrictions on production, price controls, expropriation of property, fluctuations in foreign currency, foreign exchange controls, import and export regulations, restrictions on the export of gold, restrictions on the ability to repatriate earnings and pay dividends offshore, restrictions on the ability to hold foreign currencies in offshore bank accounts, environmental legislation, employment practices and mine safety. In the event of a dispute regarding any of these matters, Goldbelt may be subject to the jurisdiction of courts outside of Canada, which could have adverse implications on the outcome.

Funding Requirements

Goldbelt has limited financial resources, no source of operating cash flow and no assurance that additional funding will be available for further exploration and development of its projects. Goldbelt will require additional financing from external sources to meet its operating and capital requirements. Although Goldbelt has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that it will obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of Goldbelt’s projects with the possible forfeiture of all or parts of its properties.

Risk Associated with Title

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims, as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing. However, the foregoing should not be construed as a guarantee of title to those properties. Title to those properties may be affected by undisclosed and undetected defects.

Competition

Goldbelt competes with other mining companies that have substantially greater financial and technical resources in the search for and the acquisition of mineral concessions, as well as for the recruitment and retention of qualified employees with technical skills and experience in the mining industry. There can be no assurance that Goldbelt will be able to compete successfully with others in acquiring mineral concessions and continue to attract and retain skilled and experienced employees.

Management and dependence on key personnel

Goldbelt currently has a small executive management group, which to-date has been sufficient for the Company’s stage of development. Goldbelt has relied, and will continue to rely, upon a number of consultants and others for operating expertise. Goldbelt will need to recruit additional personnel to supplement existing management. Goldbelt’s

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development to date has largely depended and in the future will continue to depend on the efforts of the current executive management group and the loss of a significant number of the members of this group could have a material adverse effect on Goldbelt, its business and its ability to develop its mineral properties.

Enforcement of Civil Liabilities

As substantially all of the assets of Goldbelt and its subsidiaries are located outside of Canada, and certain of its directors and officers are resident outside of Canada, it may not be possible for investors to enforce judgments granted by a court in Canada against the assets of Goldbelt or its subsidiaries or its directors and officers residing outside of Canada.

Exploration and Mining Risks

The business of exploring for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At present, Inata is the only one of Goldbelt’s properties which has proven and probable reserves. Fires, power outages, labour disruptions, flooding, explosions, cave-ins, land slides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis. The economics of developing gold and other mineral properties is affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of gold or other minerals produced, fluctuations in exchange rates, costs of development, infrastructure and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Depending on the price of gold or other minerals produced, Goldbelt may determine that it is impractical to commence or continue commercial production.

Estimates of Mineral Reserves and Resources and Production Risks

The mineral resource and reserve estimates are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that an identified resource will ever qualify as a commercially mineable (or viable) deposit, which can be legally and economically exploited. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations, inaccurate or incorrect geologic, metallurgical or engineering work, and work interruptions, among other things. Short term factors, such as the need for orderly development of deposits or the processing of new or different grades, may have an adverse effect on mining operations and on the results of operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under onsite conditions or in production scale operations. Material changes in reserves or resources, grades,

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stripping ratios or recovery rates may affect the economic viability of projects. The estimated resources described herein should not be interpreted as assurances of mine life or of the profitability of future operations.

Goldbelt has engaged expert independent technical consultants to advise it with respect to mineral resources, among other things. Goldbelt believes that those experts are competent and that they have carried out their work in accordance with all internationally recognized industry standards.

Gold Prices

Over the years, the price of gold has fluctuated widely. The marketability of gold is affected by numerous factors beyond Goldbelt’s control, including government regulations relating to price, royalties, allowable production and importing and exporting of gold, the effect of which cannot accurately be predicted. Depending on the price of gold or other minerals produced, Goldbelt may determine that it is impractical to commence or continue commercial production.

Environmental and other Regulatory Requirements

Goldbelt’s activities are subject to environmental regulations, which are enacted by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in such a manner, that standards for enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations.

Goldbelt’s current exploration activities, including any development activities and commencement of production on its properties, require permits from various governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in exploration activities and in the development and operation of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. There can be no assurance that all permits which may be required for exploration, construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or on a timely basis, or that such laws and regulations would not have an adverse effect on any mining project that Goldbelt may undertake. Management of Goldbelt believes that the Company is in substantial compliance with all material laws and regulations, which currently apply to its activities.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal

13

fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Goldbelt and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Physical Infrastructure and Human Resources

Mining, processing, development, and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources, water supply and access to support suppliers are important determinants which affect capital and operating costs. All of our mineral properties are currently located in relatively remote regions of Burkina Faso where lack of access to such infrastructure, or unusual weather phenomena, sabotage, terrorism, government, or other interference in the maintenance or provision of such infrastructure, could adversely affect our operations, financial condition, and results of operations. In addition, a lack of availability of employees possessing the skills needed in our business could have an adverse impact on us.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Company’s President and Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure. As at the end of the period covered by this MD&A, management of the Company, with the participation of the President and Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Corporation’s disclosure controls and procedures as required by Canadian securities laws.

Based on that evaluation, the President and Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the period covered by this MD&A, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s annual filings and interim filings (as such terms are defined under Multilateral Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings) is complete.

Other reports filed or submitted under Canadian securities laws are also recorded, processed, summarized and reported within the time periods specified by those laws and that material information is accumulated and communicated to management of the Company, including the President and Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

During the most recent year end there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting

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Outstanding Share Data

Share Capital Information as of the report date, September 7, 2007

Common shares	65,285,316
Common share options	4,985,000
Warrants	532,000
Common shares on a fully diluted basis	70,802,316

Proven and Probable Mineral Reserves

Inata Reserves*

Proven			Probable			Proven and probable
Tonnage (Kt)	Au g/t	Ozs	Tonnage (Kt)	Au g/t	ozs	Tonnage (Kt)	Au g/t	Ozs
4,173	2.4	323,000	10,170	1.8	598,000	14,343	2.0	921,000

* includes Inata, Sayouba and Minfo deposits

Cautionary Statement on Forward-Looking Information

Certain statements contained herein constitute forward-looking statements which are not historical facts and are made pursuant to the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995.  When used in this document, words like "anticipate", "believe", "estimate" and "expect" and similar expressions are intended to identify forward-looking statements.

Information concerning exploration results and mineral reserve and resource estimates may also be deemed to be forward-looking statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed.  These forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable at the time they are made, are inherently subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from logistical, technical or other factors; the possibility that results of work will not fulfil projections/expectations and realize the perceived potential of the Company’s projects; uncertainties involved in the interpretation of drilling results and other tests and the estimation of gold reserves and resources; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of environmental issues at the Company’s projects; the possibility of cost overruns or unanticipated expenses in work programs; the need to obtain permits and comply with environmental laws and regulations and other government requirements; fluctuations in the price of gold and other risks and uncertainties,

The United States Securities and Exchange Commission permits mining companies in their filings with the SEC to disclose only those mineral deposits that a company can economically and legally extract or produce.  We may use certain terms in our

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publications such as resources that are prescribed by Canadian regulatory policy and guidelines but are not provided for in the SEC guidelines on publications and filings.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management or its independent professional consultants on the date the statements are made.  The reader is cautioned that actual results, performance or achievements may be materially different from those implied or expressed in such statements.

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EX-99.4

Exhibit 99.4

Form 52-109F1- Certification of Annual Filings

I, Collin Ellison, President and Chief Executive Officer of Goldbelt Resources Ltd., certify that:

1. I have reviewed the annual filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Goldbelt Resources Ltd. for the period ending June 30, 2007;

2. Based on my knowledge, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is was made, with respect to the period covered by the annual filings;

3. Based on my knowledge, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations of cash flows of the issuer, as of the date and for the periods presented in the annual filings.

4. The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a)   designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including it’s consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual filings are being prepared;

(b)   designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

(c)   evaluated the effectiveness of the issuer’s disclosure controls and procedures as of the end of the period covered by the annual filings and have caused the issuer to disclose in the annual MD&A our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the annual filings based on such evaluation; and

5. I have caused the issuer to disclose in the annual MD&A any change in the  issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect the issuer’s internal control over financial reporting.

Date:

Collin Ellison

President & CEO

EX-99.5

Exhibit 99.5

Form 52-109F1- Certification of Annual Filings

I, Thomas Holder, Chief Financial Officer of Goldbelt Resources Ltd., certify that:

1. I have reviewed the annual filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Goldbelt Resources Ltd. for the period ending June 30, 2007;

2. Based on my knowledge, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is was made, with respect to the period covered by the annual filings;

3. Based on my knowledge, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations of cash flows of the issuer, as of the date and for the periods presented in the annual filings.

4. The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a)   designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including it’s consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual filings are being prepared;

(b)   designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

(c)   evaluated the effectiveness of the issuer’s disclosure controls and procedures as of the end of the period covered by the annual filings and have caused the issuer to disclose in the annual MD&A our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the annual filings based on such evaluation; and

5. I have caused the issuer to disclose in the annual MD&A any change in the  issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect the issuer’s internal control over financial reporting.

Date:

Thomas Holder

CFO