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UN1TED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 20-F/A-2

Amendment No. 2

(Mark One)

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

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

For the fiscal year ended

December 31, 2010

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________to _________________

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report…………………..

Commission file

0-31100

Kiska Metals Corporation

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

British Columbia

(Jurisdiction of incorporation or organization)

Suite 575 – 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A8

(Address of principal executive offices)

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Jason S. Weber Telephone (604) 669-6660 Fax (604) 669-0898

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact

Securities registered or to be registered pursuant to Section 12(b) of the Act. NONE.

Title of each class Name of each exchange on which registered

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

Common Shares without par value

(Title of Class)

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

Not Applicable

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

79,502,698

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes No

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP	International Financial Reporting Standards as issued by the International Accounting Standards Board	Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item l7 Item l8

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes No

Currency: All dollar amounts set forth in this report are in Canadian dollars, except where otherwise indicated.

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EXPLANATORY NOTE

This Amendment No. 2 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2010 (“Amendment No. 2”) is filed in response to comments from the Commission’s Staff of the Division of Corporation Finance (the “Staff”) requesting that the Registrant file an amended Annual Report on Form 20-F that includes all applicable items and exhibits, including certifications, within one filing.

In response to the Staff’s request, this Amendment No. 2 contains disclosures for all applicable Form 20-F Items. All applicable exhibits, including currently-dated Sarbanes-Oxley Section 302 and 906 certifications of the Registrant's principal executive officer and principal financial officer, have been filed as exhibits to this Amendment No. 2, within one filing.


Glossary of Terms
andesite	a dark-coloured, fine-grained extrusive rock
antimony	a chemical element, chemical symbol Sb
arsenic	a chemical element, chemical symbol As
arsenopyrite	a mineral composed of iron, arsenic and sulfur (FeAsS)
As	chemical symbol for arsenic
Au	chemical symbol for gold
Ba	chemical symbol for barium
barite	a mineral composed of barium, sulfur and oxygen (BaSO₄)
basalt	a fine-grained extrusive rock with a lower silica content than andesite
Bi	chemical symbol for bismuth
bismuth	a chemical element, chemical symbol Bi
breccia	rock composed of angular broken rock fragments held together by a mineral cement or in a fine-grained matrix
chalcopyrite	a mineral composed of copper, iron and sulfur (CuFeS₂)
chert	a hard, dense or compact sedimentary rock consisting dominantly of interlocking quartz crystals or amorphous silica
clastic	composed of sedimentary grains
Cretaceous	final period of the Mesozoic era spanning 135 to 65 million years before the present
Cu	chemical symbol for copper
dacite	a fine-grained extrusive rock with more potassium and sodium than andesite
enargite	a grayish-black mineral, composed of copper, arsenic and sulfur (Cu₃AsS₄)
Eocene	the second epoch of the Tertiary period spanning 58 and 37 million years before present
feldspar	a major rock forming silicate mineral
gossan	an iron-bearing weathered product overlying a sulphide deposit
granite	an igneous rock consisting of quartz and orthoclase with hornblende or biotite as mafic constituents
granodiorite	a plutonic igneous rock consisting of quartz, calcic feldspar, and orthoclase with biotite, hornblende or pyroxene as mafic constituents
hectare (ha)	metric unit of area equal to 10,000 square meters (2.471 acres)


Glossary of Terms
hydrothermal	a term applied to heated water or fluid
Induced Polarization (IP)	A method of ground geophysical survey that measures the voltage decay of electrical charge in the Earth following the cessation of an applied current pulse to the Earth.
Jurassic	second period of the Mesozoic era spanning 190 to 135 million years before the present
mafic	applied to an igneous rock having dark-colored minerals (ferromagnesian) containing iron and/or magnesium
marcasite	light yellow or grayish mineral composed of iron and sulfur (FeS₂) resembling pyrite
mesothermal	conditions of ore deposition of intermediate temperatures and depths
Mesozoic	era of geologic time spanning 245 to 66 million years before the present
mineral tenure number	number assigned by Provincial, Territorial or State authorities to mineral claims
minerals	a homogeneous naturally occurring chemical substance
net smelter return (NSR)	the proceeds received from a smelter or refinery after the deduction of processing, shipping costs and related costs
ore	a mineral or aggregate of minerals which can be mined at a profit
monzonite	plutonic rocks intermediate between syenite and diorite containing approximately equal amounts of alkali feldspar and plagioclase
orthogneiss	a metamorphic rock derived from gneiss
PIMA	Portable infrared mineral analyzer (spectrometer) that can be used for qualitative identification of minerals in the field
plutonic rocks	igneous rocks formed below the earth’s surface
porphyry	an igneous rock of any composition that contains conspicuous crystals in a fine-grained groundmass
ppm	abbreviation for units of measure in parts per million
pyrite	a mineral composed of iron and sulfur (FeS₂)
rhyolite	extrusive igneous rocks with high potassium and silica content
tetrahedrite	a steel-gray to iron-black isometric mineral composed of copper, antimony and sulfur (Cu1₁₂Sb₄S₁₃)
Triassic	the first period of the Mesozoic era thought to have covered a span of time between 245 and 208 million years before the present


Glossary of Terms
tuff	a general term for all consolidated rocks formed by volcanic explosion or aerial expulsion from a volcanic vent
tungsten	a metallic element with the chemical symbol W
UTEM	University of Toronto Electromagnetic System used to measure variances in ground conductivity which may indicate the presence of mineralized material
VHMS	volcanic-hosted massive sulphide – a style of mineral deposit thought to have been emplaced on ancient seafloor
VLF-EM	very low frequency electromagnetic survey used to identify variances in ground conductivity which may indicate the presence of mineralized material

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FORWARD-LOOKING STATEMENTS

This annual report contains forward looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Certain statements in this Report constitute forward looking statements. These forward looking statements are not guarantees of the Corporation’s future operational or financial performance and are subject to risks and uncertainties. When used in this annual report, the words “estimate”, “intend”, “expect”, “anticipate” and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date of this annual report. These statements are subject to risks and uncertainties that could cause results to differ materially from those contemplated in such forward-looking statements.

Actual operational and financial results may differ materially from the Corporation’s expectations contained in the forward looking statements as a result of various factors, many of which are beyond the control of the Corporation. These factors include, but are not limited to, the need for additional financing to fully execute the Corporation’s business plan, the risk factors as set forth in more detail in Item 3 - Key Information - Risk Factors, adverse technical factors associated with exploration and development of the Corporation’s properties, changes in Canadian or U.S. tax or other laws or regulations, and material changes in capital expenditures.

All mineral resources referenced in this annual report on Form 20-F have been estimated in accordance with the definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. U.S. reporting requirements for disclosure of mineral properties are governed by the SEC Industry Guide 7 ("Guide 7"). NI 43-101 and Guide 7 standards are substantially different. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101. These definitions differ from the definitions of "proven (measured) reserves" and "probable (indicated) reserves" in Guide 7.

This annual report on Form 20-F may include the terms "mineral resource," "indicated mineral resource" and "inferred mineral resource". We advise investors that these terms are defined in and required to be disclosed by NI 43-101. However, these terms are not defined terms under Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.

Please consult the Corporation's public filings at www.sedar.com and www.sec.gov for further, more detailed information concerning these matters.


	TABLE OF CONTENTS

	PART I	Page

ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	10
ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE	10
ITEM 3	KEY INFORMATION	10
ITEM 4	INFORMATION ON THE CORPORATION	23
ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	71
ITEM 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	81
ITEM 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	92
ITEM 8	FINANCIAL INFORMATION	95
ITEM 9	THE OFFER AND LISTING	95
ITEM 10	ADDITIONAL INFORMATION	97
ITEM 11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	109
ITEM 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	112


	TABLE OF CONTENTS

	PART II	Page

ITEM 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	113
ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	113
ITEM 15	CONTROLS AND PROCEDURES	113
ITEM 16A	AUDIT COMMITTEE FINANCIAL EXPERT	114
ITEM 16B	CODE OF ETHICS	115
ITEM 16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	115
ITEM 16D	EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	116
ITEM 16E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	116
ITEM 16F	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	116
ITEM 16G	CORPORATE GOVERNANCE	120


	PART III

ITEM 17	FINANCIAL STATEMENTS	120
ITEM 18	FINANCIAL STATEMENTS	120
ITEM 19	EXHIBITS	121

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PART I

ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3 KEY INFORMATION

CURRENCY AND EXCHANGE RATES

All dollar amounts set forth in this report are in Canadian dollars, except where otherwise indicated. The following tables set forth:

(i)

the average rates of exchange between the Canadian dollar and the U.S. dollar for each of the five most recent financial years of Kiska Metals Corporation (hereinafter “Kiska” or “the Corporation”), calculated by using the average of the exchange rates on the last day of each month during the period; and

(ii)

the high and low daily exchange rate for each month during the previous six months,

in each case based on the closing exchange rate for U.S. dollars as published on the Bank of Canada website (http://www.bankofcanada.ca/en/rates/exchange-look.html).


Fiscal Year ended December 31	2010	2009	2008	2007	2006
Average Rate During Period	$ 0.9709	$0.8760	$0.9338	$0.9376	$0.8844


	March 2011	February 2011	January 2011	December 2010	November 2010	October 2010
High Rate	$ 1.0324	$ 1.0268	$ 1.0140	$ 1.0054	$ 0.9987	$ 0.9970
Low Rate	$ 1.0083	$ 1.0045	$ 0.9978	$ 0.9825	$ 0.9743	$ 0.9690

On March 31, 2011, the closing rate as published on the Bank of Canada website was $1.029 US = $1.00 CDN.

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SELECTED FINANCIAL DATA

The selected consolidated financial information set out below has been obtained from financial statements which reflect the Corporation's operations in the mineral exploration business.

On August 5, 2009, Kiska Metals Corporation (formerly Geoinformatics Exploration Inc. ("Geoinformatics”) and its wholly-owned subsidiaries (collectively the “Corporation” or “Kiska”) completed the 100% acquisition of Rimfire Minerals Corporation (“Rimfire”). The Corporation expects there will be synergies in exploration in those areas where both Geoinformatics and Rimfire were active, and a reduction of overhead costs by combining the companies. As a result of the acquisition, the consolidated statements of operations and comprehensive loss and cash flows for the year ended December 31, 2009 includes the results of operations and cash flows of Geoinformatics until August 5, 2009 and the combined entity from August 6 to December 31, 2009. The comparative consolidated annual statements of operations and comprehensive loss and cash flows for the years ended December 31, 2008 and 2007 include only the results of operations and cash flows of Geoinformatics in accordance with generally accepted accounting principles for business combinations. The summary information presented below for years ended 2006 to 2008 contains information only for Geoinformatics. Comparative consolidated annual financial statement information for Rimfire’s three most recent fiscal years and summary information for Rimfire’s five most recent fiscal years, as disclosed under Item 3 are available in the annual report on Form 20-F filed on EDGAR by Rimfire (now the Corporation) effective May 8, 2009 and amended Form 20F/A filed on EDGAR effective November 26, 2010.

The following table summarizes information pertaining to operations of the Corporation for the last five fiscal years.


	Year Ended 2010	Year Ended 2009	Year Ended 2008	Year Ended 2007	Year Ended 2006
Mineral Property Revenue	$ 634,101	$ 273,051	$ 880,435	$ 1,358,045	$ 1,728,740
Net Loss	(11,912,195)	(18,684,503)	(16,260,741)	(14,474,635)	(9,868,724)
Per Share	(0.17)	(0.51)	(1.84)	(3.73)	(3.25)

Current Assets	8,547,948	1,645,906	1,293,202	7,620,730	7,245,835
Mineral Property Interests		-	-	-	-
Other Assets	695,865	681,989	1,352,141	2,034,642	531,545
Total Assets	9,243,813	2,327,895	2,645,343	9,655,372	7,777,380
Current Liabilities	1,073,530	284,751	641,071	1,663,823	1,342,480
Long-Term Liabilities	99,105	401,391	-	16,914,189	9,082,066
Shareholders’ Equity	8.071,178	1,641,753	2,004,272	(8,922,640)	(2,647,166)

Weighted Average Shares Outstanding(number of shares)	68,460,843	36,876,491	8,831,930	3,859,409	3,033,247

The Corporation’s financial statements have been prepared in accordance with accounting principles generally accepted in Canada. Except as disclosed in Note 18 of the financial statements, the financial statements conform in all material respects with U.S. GAAP.

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CURRENT CANADIAN ACCOUNTING CHANGES

Comprehensive Revaluation of Assets and Liabilities – Section 1625

In August 2009, the CICA also amended Handbook Section 1625, Comprehensive Revaluation of Assets and Liabilities for consistency with new Handbook Section 1582, Business Combinations. The amendments require that, when push-down accounting is used following the acquisition of an enterprise, the assets and liabilities are to be measured at the values used in accounting for the purchase transaction or transactions in accordance with Section 1582. The amendments also require that, when a future income tax asset that arose prior to the date of a comprehensive revaluation and that was not recognized in the comprehensive revaluation is subsequently recognized; the benefit should be recognized in accordance with Section 1582 and Handbook Section 3465, Income Taxes. The amendments apply prospectively to comprehensive revaluations of assets and liabilities occurring in fiscal years beginning on or after January 1, 2011. Early adoption is permitted as of the beginning of a fiscal year. An entity adopting this Section for a fiscal year beginning before January 1, 2011 would also be required to adopt Section 1582. The Corporation adopted this section as of January 1, 2010 (Section 1582 was adopted January 1, 2009), and the adoption of Section 1625 had no impact on the Corporation’s consolidated financial statements.

FUTURE ACCOUNTING CHANGES:

Convergence with International Financial Reporting Standards

In 2006, the Accounting Standards Board of the CICA ratified a strategic plan that will result in Canadian GAAP, as used by public companies, evolving and being converged with International Financial Reporting Standards over a transitional period currently expected to be completed by 2011. The International Accounting Standards Board currently has projects underway that should result in new pronouncements which will be included in the convergence process.

Effective January 1, 2011, the Corporation will prepare its financial statements in accordance with IFRS. The Corporation will prepare its interim financial results on an IFRS basis beginning with the quarter ended March 31, 2011. The Corporation will also provide comparative data for the year ended December 31, 2010 on an IFRS basis, including an opening balance sheet as at January 1, 2010.

The Corporation is in the process of completing a detailed assessment of the requirements of the transition to IFRS, with the intention of identifying: (i) major differences from existing accounting policies (ii) new accounting policies which are appropriate for the Corporation, (iii) the appropriate disclosures in financial statements prepared under IFRS and (iv) developing an implementation plan.

RECENT UNITED STATES ACCOUNTING PRONOUNCEMENTS

Standards Codification

Financial Accounting Standards Board (FASB) has published the Accounting Standards Codification which supersedes all previous US GAAP pronouncements for interim and annual financial periods ending after September 15, 2009. The references to the standards are changed to new codified standards (ASC) but do not affect the actual application of US GAAP for the Corporation. The following discussion focuses on differences between Canadian GAAP and US GAAP which affect presentation of financial Information for the Corporation. The following tables summarize the difference in the consolidated statements of operations and the consolidated balance sheets.

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ASC 805 Business Combinations (FAS141R)

This standard establishes principles and requirements for how the acquirer (1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This standard is to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first reporting period after December 15, 2008. This standard is consistent with the CICA Handbook Section 1582, Business Combinations, which the Corporation adopted during the previous fiscal year.

ASC 815 Derivatives and Hedging (FAS161)

This standard was issued in March 2008 and is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.

The intent is to improve financial instruments standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. Since the Corporation does not apply hedge accounting and has no derivatives, the adoption of this standard has no material impact on the Corporation’s financial statement presentation.

ASC 855 Subsequent Events (FAS165)

The standard sets out the period after the balance sheet date during which management should evaluate events that occur for potential recognition or disclosure in the financial statements. An entity should apply the requirements of this statement to interim and annual financial periods ending after June 15, 2009. The adoption of this standard has no material impact on the Corporation’s financial statement presentation.

ASC 820-10 Fair Value Measurements and Disclosures

The new disclosure requirements regarding inputs and valuation techniques for Level 2 fair value measurements are effective for interim and annual reporting periods beginning after December 15, 2009, and are consistent with IFRS 7 Financial Instruments: Disclosures. The Company uses Level 1 inputs (Quoted prices in active market) for determination of fair value of public available-for-sale securities. The Company uses Level 2 inputs (significant observable inputs, using the market approach) to estimate the fair value of private available-for-sale securities and incentive stock options when determining compensation expense to be recognized. There has been no change in the nature of inputs or in the valuation techniques applied, and no transfers between Level 1 and Level 2 have occurred. The Company adopted this standard on January 1, 2010 and it had no material impact on the Company’s financial statements.

ACCOUNTING STANDARDS UPDATES ("ASU")

ASU2010-02 Consolidation

This standard update addresses recognition of changes in a parent’s ownership interest in a subsidiary and is effective for interim and annual reporting periods beginning after December 15, 2009. The standard

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requires that all changes which occur while the parent retains its controlling financial interest in the subsidiary shall be accounted for as equity transactions with no gain or loss recognized in either consolidated net income or comprehensive income. This had no effect on the Corporation’s financial statements.

OTHER DIFFERENCES BETWEEN CANADIAN AND UNITED STATES ACCOUNTING STANDARDS

Flow – through shares (SFAS 109 – ASC740-10)

Under Canadian income tax legislation, the Corporation is permitted to issue shares whereby the Corporation agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. Under Canadian GAAP, the Corporation has recorded the full amount of the proceeds received on issuance as share capital. Upon renouncing the income tax deductions, share capital is reduced by the amount of the future income tax benefits recognized.

Under U.S. GAAP, the recognition of this future income tax benefit is limited to the extent that the issue price of the flow-through shares exceeds the fair value of the Corporation’s shares on the date that the flow-through shares are sold.

Mineral Property Acquisition Costs

The Corporation's accounting policy under Canadian GAAP is to expense the acquisition of mineral properties as incurred until there are identifiable reserves on a property, when they will be capitalized and amortized over production from the property. With the introduction of Emerging Issues Task Force (“EITF”) Abstract 04-2, effective April 30, 2004, now contained within ASC 930-805, mineral property acquisition costs are capitalized under U.S. GAAP, unless there is evidence that they are impaired and not recoverable, when they are written off.

The following table shows the effect of these differences on the summary financial information:


	Year Ended 2010	Year Ended 2009	Year Ended 2008	Year Ended 2007	Year Ended 2006
Net Loss	$(11,716,623)	$(18,177,376)	$(17,112,758)	$(15,771,997)	$(1,808,564)
Loss Per Share	(0.17)	(0.49)	(1.94)	(4.09)	(0.60)
Mineral Property Interests	1,080,546	1,159,723	652,596	493,626	295,106
Total Assets	10,324,359	3,487,618	3,297,939	10,148,978	8,072,486
Shareholders’ Equity	9,151,724	2,801,476	2,656,868	(8,429,034)	(2,352,060)

CAPITALIZATION AND INDEBTEDNESS

Not Applicable.

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REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable.

RISK FACTORS

The Corporation is engaged in the business of preliminary or early stage mineral exploration and mine development. The Corporation holds no interests in any producing mines or commercial ore deposits. The Corporation is subject to many of the material risks customarily encountered by early stage exploration and mine development companies. Additional risks are included which are specific to the operations and business plan of the Corporation.

Specific Corporate Risks

Competitive Conditions

The mineral exploration and development business is highly competitive. Kiska competes with numerous other companies and individuals in the acquisition, exploration, financing and development of mineral properties. Many of these companies are larger and better capitalized than Kiska. The Corporation’s competitive position depends on its ability to successfully fund and economically explore, acquire and develop new and existing mineral properties. The Corporation seeks to differentiate itself by making use of a variety of innovative targeting and exploration technologies. The risk of direct competition may be mitigated by Kiska’s technological capabilities and expertise, however, others could adopt or may have adopted these strategies. This competition is not only for the acquisition of mining interests, but also for retention of the services of qualified employees. The Corporation seeks to provide a supportive working environment which will foster a cooperative team atmosphere to attract and retain high caliber employees for all positions.

Employment Contracts/Reliance Upon Officers

The Corporation is largely dependent upon the personal efforts and abilities of its corporate officers. The loss or unavailability to the Corporation of these individuals may have a materially adverse effect upon the Corporation's business. Investors will be relying on management's judgment with respect to the operation of the Corporation. The Corporation does not presently have "key person" life insurance on the lives of any of its officers. (See Item 6 "Directors, Senior Management and Employees" of this annual report on Form 20-F).

The services of David A. Caulfield, Director, Business Development, are provided to the Corporation pursuant to a January 1, 2010 management agreement with Equity Exploration Consultants Ltd., incorporated herein by reference to Exhibit 4.30 of the Corporation’s transition report on Form 20-F filed with the Commission on EDGAR effective April 23, 2010. (See Item 6 "Directors, Senior Management and Employees" of this annual report on Form 20-F).

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Conflict of Interest

Certain of the directors of the Corporation are also directors and officers of other corporations engaged in the business of mineral exploration, mine development or resource investment. It is possible that a conflict of interest may arise between their duties as a director of the Corporation and their duties as a director or officer of other corporations. All such conflicts of interest must be disclosed by a director under British Columbia corporate law and a director must act in the best interest of both corporations. A director in such a conflict of interest position must abstain from voting on all resolutions with respect to the two competing corporations. (See Item 6: Certain Affiliations)

Legal Proceedings Against Foreign Directors

The Corporation is continued under the laws of the Province of British Columbia, Canada, and five of the Corporation’s seven directors and all of its officers are residents of Canada. Consequently, it may be difficult for United States investors to effect service of process within the United States upon the Corporation or upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. Furthermore, it may be difficult for investors to enforce judgments of the U.S. courts based on civil liability provisions of the U.S. federal securities laws in a Canadian court against the Corporation or any of the Corporation’s non-U.S. resident executive officers or directors. There is substantial doubt whether an original lawsuit could be brought successfully in Canada against any of such persons or the Corporation predicated solely upon such civil liabilities.

Shareholder Dilution

The Corporation raises working capital funds primarily through the sale of its common shares from treasury. An investor’s proportional interest in the Corporation will decrease over time as additional common shares are issued. In the current economic climate, necessary financing may have to be carried out at lower prices per share than the Corporation would prefer. The Corporation has carefully prepared budgets for planned exploration programs and will pursue financing at the highest available price to minimize this dilution.

Classification as a Passive Foreign Investment Company

The Corporation believes it is a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 1297 of the Internal Revenue Code of 1986, as amended, and believes it will continue to be a PFIC for the coming fiscal year. Consequently, this classification may result in adverse tax consequences for U.S. holders of the Corporation’s shares. For an explanation of these effects on taxation, see Item 10, Taxation. U.S. shareholders and prospective holders of the Corporation’s shares are also encouraged to consult their own tax advisers.

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General Exploration and Mining Risks

Stage of Development

The Corporation has no production revenue. It does not have an operating history upon which investors may rely. Moreover, the Corporation has no commercially viable properties at this time.

Capital Expenditures; Need for Future Financing

The Corporation has limited financial resources. Sufficient funding for future exploration and development of its properties or to fulfill its obligations under current agreements may not be available when and as required. Failure to obtain such future financing will result in delay or indefinite postponement of further exploration and development of its projects. Failure to obtain such future financing will also result in default under certain of the current agreements and the Corporation will forfeit its interest in such properties. The Corporation’s accumulated deficit as at December 31, 2010 was $81,526,417.

Commercial development of any of the Corporation’s properties will only occur if sufficient quantities of minerals with a sufficient average grade are discovered. If a mineral discovery is made, substantial financial resources will be required to establish ore reserves, develop metallurgical processes to extract metal from the ore and develop mining and processing facilities at a given site. If the Corporation is unable to finance such development on its own, it will be required to sell all or a portion of its interest in such property to one or more parties capable of financing such development.

Resource Estimation Risks

The Corporation’s mineral resources at the Whistler project are estimates, and no assurance can be given that the estimated resources are accurate or that the indicated level of gold, copper or any other mineral will be produced. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. Further, it may take many years from the initial phase of drilling before production is possible at certain locations, and during that time the economic feasibility of exploiting a discovery may change.

The resource estimation is based on assumed or estimated future metals prices, cut-off grades, operating costs, capital costs, and expenditures and other factors that each may prove to be inaccurate. Therefore the technical report and other studies may prove to be unreliable if the assumptions or estimates do not reflect actual facts and events.

The resource estimation included some economic parameters but relies heavily on geological interpretation of the drill sections and analytical results. A full-scale feasibility study incorporating the processing and recovery described earlier, a mine plan and economic considerations could result in significantly different resources or reserves. Upon application for permits for operation of the mine, additional considerations such as infrastructure requirements and capital expenditures could affect the economic viability of developing the Whistler project into a mine.

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Operating Risks

The exploration and, if warranted, development of mining properties is a high-risk industry. Presently, none of the Corporation’s properties have a known body of commercial ore. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explorations, cave-ins, landslides, and the inability to obtain adequate machinery, equipment or labor are all risks involved in the operation of mines and the conduct of exploration programs.

Volatility in Mineral Prices

The cost of developing gold and other mineral properties is affected by the cost of operations, variations in ore grade, fluctuations in metal markets and the cost of processing equipment. Government regulations regarding prices, taxes, royalties, allowable production, importing and exporting of minerals, land use, land tenure and environmental protection also affect economic viability.

The Corporation cannot control the marketability of the minerals it discovers. Metal prices have fluctuated widely in recent years, and are affected by numerous factors beyond the Corporation’s control. International economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and worldwide production levels all may affect metal prices.

The trading price of mineral exploration and mining companies is largely influenced by international metal prices. As the Corporation raises funds through the sale of its common shares, a significant decrease in the price of precious and base metals will adversely affect the Corporation’s ability to fund its operations.

Forfeiture of Mineral Claims

The Corporation holds an interest in a number of exploration properties with respect to which certain cash payments, exploration expenditures and share issuances are required to maintain the Corporation’s interests in such properties. For those of the Corporation’s properties acquired through the staking of claims, a failure by the Corporation to incur exploration expenditures or make cash payments to the appropriate government agency in lieu of exploration expenditures will result in the forfeiture of the title to the mining claims back to Alaska, Nevada, New Mexico, Yukon Territory, British Columbia, or New South Wales and Victoria, Australia, as the case may be. Once forfeited, the areas previously covered by the claims will be available for staking by other parties.

For those of the Corporation’s properties held under option agreement, if the Corporation does not fulfill its obligations under the terms of any such option agreement, such agreement will terminate and title to the property will revert to the grantor of the original option.

Government policy may impact the Corporation’s ability to develop mineral exploration properties if protected areas legislation, traditional territory designation or other restrictive land use regulations affecting mineral properties are enacted.

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No Assurance of Titles

The Corporation’s mineral property interests may be subject to prior unregistered agreements, transfers or native land claims and title may be affected by undetected defects. Substance and continuity of title may also be affected by political instability and the vagaries of law as they exist and are applied in foreign jurisdictions. Surveys have not been carried out on all of the Corporation’s mineral properties and therefore, in accordance with the laws of the jurisdiction in which such properties are situated, their existence and area could be in doubt.

Foreign Operations

Some of the Corporation’s mineral property interests are located outside of Canada and are subject to the risks associated with foreign investment, including increases in taxes and royalties, renegotiations of contracts, currency exchange fluctuations and political uncertainty. The Corporation’s flagship property is located in Alaska, and the majority of expenditures related to the Whistler Project are denominated in United States dollars. Since the Corporation’s treasury is primarily denominated in Canadian dollars, there is a risk of increased foreign exchange rates increasing the cost of exploration and development. Other foreign currencies are not material to the Corporation’s activities.

General Operating Risks

Permits and Licenses

The operations of the Corporation require licenses and permits from various governmental authorities. The Corporation may not be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects. All properties are presently without any known body of commercial ore.

The Corporation holds interests in 372 claims covering 147648 hectares in British Columbia, Canada. All of these mineral claims are governed by the Mineral Tenure Act and the Mines Act (British Columbia) and are subject to a required assessment work or cash in lieu of $4.00 per hectare in each of the first 3 years and $8.00 in the fourth and subsequent years after their location dates. As the Corporation has paid all required assessments and filing fees, valid title to the mineral claims is recorded in the name of the Corporation or the Joint Venture partner of each property with the Ministry of Energy and Mines in British Columbia.

The Corporation’s Boulevard and Wernecke Breccia Properties are located in Yukon Territory, Canada. The Boulevard Property consists of 238 claims and the Wernecke Breccias Property is comprised of 1,835 claims. All of these mineral claims are governed by the Quartz Mining Act and are subject to a required assessment work or cash in lieu of $100 each year. As the Corporation has paid all required assessments and filing fees, valid title to the mineral claims is recorded in the name of the Corporation or the Joint Venture partner.

The Corporation’s Colorback and Hilltop Properties are located in Nevada. The properties consist of 202 mining claims totaling 3,790 acres. The mineral claims are subject to a Bureau of Land Management claim rental fee of U.S. $140 per claim plus a Lander County renewal fee of U.S. $10.50 per claim plus filing fees. As the Corporation has paid all required claim rental and filing fees, valid title to the mining claims is recorded in the name of the Corporation.

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The Corporation’s Whistler, Goodpaster and Uncle Sam Properties are located in Alaska. The properties consist of 2,586 state mining claims totaling 302,243 acres. The mineral claims are subject to a required assessment or cash in lieu of U.S. $2.50 per acre per year. The annual claim rental fees of U.S. $35-. $680 per claim, depending on size and location date, are due in November. As the Corporation has paid all required assessments and filing fees, valid title to the mining claims is recorded in the name of the Corporation with the Alaska Department of Natural Resources.

The Corporation’s Lachlan Project is located in the State of New South Wales, Australia. The project consists of two Exploration Licenses covering 27,513 hectares. The Exploration Licenses are subject to minimum expenditure requirements of A$20,000 plus A$500 per unit per year. The Corporation’s Victoria Goldfields project is located in the State of Victoria, Australia. The project consists of three Exploration Licenses covering 86,679 hectares. The Exploration Licences are subject to minimum expenditure requirements of A$269,000 per year. Valid title to these tenements remains with the vendor.

There is currently no mining activity or commercial production from any of the Corporation’s British Columbia, Yukon, Alaska, Nevada, or Australian mineral properties.

Share Price Fluctuations, Price Volatility

Securities markets in Canada have experienced a high level of price and volume volatility in recent years, with many resource companies experiencing wide price fluctuations not necessarily related to operating performance or underlying asset values of such companies. The Corporation’s Common Shares traded between $0.12 and $0.30 during 2007, between $0.01 and $0.42 during 2008, between $0.33 and $1.16 during 2009, between $0.65 and $1.65 during 2010, and between $0.92 and $1.37 during the first quarter of fiscal 2011. It is probable that the Corporation’s share price and volume will continue to fluctuate materially.

Environmental Regulations

All phases of the Corporation’s operations are subject to laws and regulations governing exploration, development, tenure, production, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, reclamation, site and mine safety, toxic substances and other matters promulgated by government agencies from time to time. Environmental legislation is evolving in a manner which means stricter standards and enforcement, more stringent fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for the Corporation and its directors, officers and employees. Environmental protection requirements have not had a material effect on the capital expenditures, and competitive position of the Corporation in the current fiscal year and are not expected to have a material effect on the capital expenditures, and competitive position of the Corporation in the near future. Future changes in environmental regulation, if any, may adversely affect the Corporation’s operations.

The Corporation’s current operations are not expected to be impacted by climate change legislation as the greenhouse gas generated by direct operations is limited. However any future development, with increased carbon footprint, could be negatively affected by climate change legislation. Monitoring and reporting requirements are expected to increase the cost of exploration and development. It would also increase the capital cost of development of the mineral properties.

There is insufficient data to determine if global climate change has affected the Corporation’s access to mineral properties or suitable weather conditions for exploration programs. None of the Corporation’s mineral properties have been directly affected by physical impacts such as changes in sea level. Weather

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is always a factor to be considered in planning an exploration program and none of the programs to date have experienced delays outside of the normal expected range.

ITEM 4 INFORMATION ON THE CORPORATION

HISTORY AND DEVELOPMENT OF THE CORPORATION

The Corporation was incorporated under the Company Act (British Columbia) on March 21, 1980 under the name “Goldmax Resource Inc.” On October 10, 1996, the Corporation was continued from British Columbia to the Yukon and thereafter underwent a series of name changes: “Aegean Gold Inc.” (April 26, 1999), “Aegean International Gold Inc.” (December 8, 1999) and “MinRes Resources Inc.” (October 20, 2003). On January 28, 2005, Geoinformatics Explorations Limited (“GEL”) completed a reverse takeover of the Corporation, following which, on February 1, 2005, the name of the Corporation was changed to “Geoinformatics Exploration Inc.”(“Geoinformatics”) Pursuant to the reverse takeover, GEL changed its name to 2012860 Ontario Limited and became a wholly-owned subsidiary of Geoinformatics. On August 5, 2009, the Corporation completed the 100% acquisition of Rimfire Minerals Corporation (“Rimfire”) and the name of the Corporation was changed to “Kiska Metals Corporation” (“Kiska”). On July 30, 2010 the Corporation continued from the Yukon to British Columbia.

The Corporation acquired 100% of Rimfire by issuing 22,365,258 common shares and issuing 1,905,300 options to purchase common shares, for an aggregate fair value of $12,786,175. The fair value of the common shares, amounting to $12,412,717, was based on the bid price of the common shares on the date of acquisition, and the fair value of the options issued, amounting to $373,458, was determined using the Black-Scholes option pricing model using the following weighted average assumptions: volatility of 89%, risk free interest rate of 1.8%, an expected life of 2.7 years, and a dividend yield of 0%.

The Corporation accounted for this transaction using the acquisition method. The fair value of the net assets acquired was:


Cash and cash equivalents	$ 4,463,269
Amounts receivable	51,918
Marketable securities	162,630
Prepaid expenses and deposits	358,058
Property, plant and equipment	104,188
Mineral property interests	7,974,288
Future income tax assets	-
Goodwill	-
Accounts payable and accrued liabilities	(282,614)
Reclamation obligations	(45,562)
Consideration paid	$ 12,786,175

Acquisition costs of $633,875 were expensed and included in consulting and outsourced services ($592,743), general and administrative ($39,864) and marketing services ($1,268) in the Consolidated Statement of Operations for the year ended December 31, 2009. Acquisition costs of $18,000 were included in share issue costs in the year ended December 31, 2009.

There were 79,502,698 of the Corporation’s common shares issued and outstanding as fully paid and non-assessable as of December 31, 2010. The head office and registered office of the Corporation is located at Suite 575, 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, telephone number (604) 669-6660.

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RECENT HISTORY OF THE CORPORATION

Fiscal Year 2007

In January 2007, pursuant to the Master Agreement, Kennecott Canada Exploration Inc., a wholly-owned subsidiary of Kennecott, transferred 11 Crown claim groups to the Corporation and also assigned three “option-to-purchase” agreements it had entered with private land holders to the Corporation. The subject properties were located in the Thunder Bay area of western Ontario and included the Thunder project which was offered to the Corporation by Kennecott as the second “target-of-merit” under the terms of the Master Agreement.

Also in January 2007, the Corporation completed an initial drawdown of US$10 million under the Convertible Facility. Proceeds from the initial drawdown were used to satisfy the outstanding amount under the Bridge Loan with Geologic Resource Partners LP (“GRP”) and the balance was used to fund obligations under the Master Agreement and for general working capital purposes. In April 2007, the Corporation completed the drawdown of the second tranche of US$10 million under the Convertible Facility with GRF.

In February 2007, the Corporation signed an option agreement with Commander Resources Ltd. (“Commander”), pursuant to which the Corporation could earn up to an 80% interest in a package of five properties located in the Omineca Mining District in British Columbia, subject to a third-party NSR on a portion of the properties. On February 20, 2008, the Corporation terminated the option agreement with Commander after completing the minimum $750,000 in exploration expenditures in 2007.

In March 2007, the Corporation entered into a strategic alliance agreement (the “Laurion Agreement”) with Laurion Mineral Exploration Inc. (“Laurion”) effective March 27, 2007, whereby the Corporation was to provide geological analysis and project management services to explore for nickel-copper-platinum group elements in Ontario in exchange for a combination of cash, shares and share purchase warrants of Laurion. The Laurion Agreement provided that the joint venture was to be funded by Laurion and managed by the Corporation. Under the terms of the Laurion Agreement, the Corporation received 2,000,000 common shares and 1,000,000 purchase share warrants of Laurion.

In June 2007, Kennecott offered the Corporation under the Master Agreement a gold–copper porphyry project (the “Whistler Project”) for exploration in Alaska. The Whistler Project was transferred to the Corporation at no cost as the third “target-of-merit” under the Master Agreement and was subject to separate provisions that specified that expenditures made and targets drilled on the Whistler Project would not constitute expenditures or targets toward the Corporation’ obligations under the Master Agreement.

In July 2007, the Corporation’ wholly-owned Australian subsidiary, Clancy, completed an initial public offering of its shares. The funds raised by Clancy were used primarily for the further exploration of Clancy’s copper-gold porphyry projects in New South Wales, Australia. Following completion of the initial public offering, the Corporation retained an approximate 48% equity interest in Clancy.

In August 2007, the Corporation accepted a copper-gold porphyry project near the town of Stockton, Utah, from Kennecott as the fourth “target-of-merit” required to be conveyed to the Corporation pursuant to the terms of the Master Agreement. However, this project has subsequently been returned to Kennecott.

Fiscal Year 2008

In July 2008, the Corporation strengthened its ownership position in its La Noria project in Sinaloa,

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Mexico when Kennecott relinquished its back-in right on the project but retained a 2% NSR as its only interest in the property.

In August 2008, GRP offered to extend a short-term loan (the "2008 Loan") of up to $5.5 million at 12% interest per year on a secured basis to the Corporation to fund the Corporation’s on-going exploration programs and working capital requirements. The 2008 Loan was to mature in March 2009.

In August 2008, the Corporation entered into binding agreements with GRP with respect to (i) the 2008 Loan, and (ii) a private placement of the Corporation Shares at a price of $0.05 per share for gross proceeds of up to approximately $27 million. As security for the 2008 Loan, the Corporation pledged all of the shares of its material subsidiaries.

The placement was completed in October 2008, following approval by minority shareholders. The Corporation issued 19,552,000 common shares to GRP at a subscription price of $0.15 per share and received net proceeds of $2,521,500 following the repayment of the US$20 million Convertible Facility and amounts drawn down under the 2008 Loan. The remaining funds were used to advance the Whistler Project and for working capital purposes. Also in October 2008, the Corporation issued 1,065,907 shares to GRF in satisfaction of the outstanding interest on the Convertible Facility in the amount of $943,328 for the period January 1, 2008 to October 16, 2008. In December 2008, the Corporation completed a one for ten stock consolidation.

Fiscal Year 2009

During the first quarter of 2009, the Corporation focused on corporate opportunities in an effort to secure future funding for its key projects. It attempted to develop strategic opportunities to improve the Corporation’s financial position in the short term and to build shareholder value in the longer term. Chief among the objectives was preserving and developing the Corporation’s key assets and retaining key personnel.

On March 9, 2009, the Company announced it had negotiated a line of credit with Geologic Resource Partners LP (“GRP”), a company with directors in common, allowing it to draw down, as necessary, a maximum amount of $2.6 million. The line of credit bore interest at an annual rate of 15%, payable at maturity. On March 27, 2009 and June 8, 2009, the Company drew $1,000,000 and $750,000, respectively, under the line of credit. The entire amount of note payable including accrued interest of $71,712 was repaid on August 5, 2009.

On May 15, 2009, the Corporation and Kennecott entered into a partial termination agreement and a first amendment to the partial termination agreement (collectively, the “Partial Termination Agreement”), whereby the parties terminated the provisions of the Master Agreement with respect to the requirements to form strategic alliances on possible targets in certain regions. The Master Agreement and Standardization Agreement will still apply to the existing projects and to the areas of interest set out in the Partial Termination Agreement. The Kliyul, Whistler, New Mexico and Mexico projects are the only remaining areas of interest under this agreement.

On June 11, 2009, the Corporation and Rimfire Minerals Corporation (“Rimfire”) executed a definitive acquisition agreement (the “Acquisition Agreement”) to complete a business combination by way of a statutory plan of arrangement. Pursuant to the terms and conditions of the Acquisition Agreement, the Corporation agreed to acquire all of the issued and outstanding common shares of Rimfire at an exchange ratio of 0.87 Geoinformatics Shares per common share of Rimfire (following a consolidation of Geoinformatics Shares on the basis of three (3) old Geoinformatics Shares for one (1) new

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Geoinformatics Share) and change the name of the Corporation to “Kiska Metals Corporation” (“Kiska”). The Acquisition was completed effective August 5, 2009, following the approval of shareholders from both Kiska and Rimfire. The shareholder meetings were held on July 30, 2009 with shareholders of each company voting overwhelmingly to approve the Acquisition. Rimfire management and staff have been integrated into the Corporation.

On June 12, 2009, the Corporation and Kennecott entered into the first amendment to the Standardization Agreement (the “Amended Standardization Agreement”). Kennecott and the Corporation decided to amend certain provisions of the Standardization Agreement with respect to the back-in rights of Kennecott on the Whistler Project due to its geographic size. The amendments dealt with, among other things, the formation of a technical committee, the design of the exploration program, the responsibilities for the costs of the exploration program and the delivery of the exploration results, in addition to Kennecott’s rights to exercise the back-in-rights with respect to the Whistler Project.

On September 16, 2009, the Corporation completed a brokered private placement consisting of 9,000,000 units at $0.55 for gross proceeds of $4,950,000. Each unit consisted of one common share and one half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.80 per share until March 16, 2011. The terms of the warrants provide that if, during the term of any unexercised warrant commencing on January 17, 2010, the closing price of the common shares of the Corporation on any exchange is greater than $1.10 for a period of 20 consecutive trading days the Corporation may, at its option and by notice in writing to each holder, require the holder of the warrant to exercise such warrant within 30 days, failing which the warrant will be deemed to have expired. The units issued under the offering were subject to a four-month hold period expiring on January 17, 2010.

Fiscal Year 2010

During the third quarter of 2010, the Corporation completed the field program as required by Kennecott Exploration Company (“Kennecott”) and delivered the final report. The “trigger program” consisted of a total of 224 line kilometers of 3D IP geophysics, 40 line kilometers of 2D IP geophysics and 23 drill holes for a total of 8,687 metres of diamond drilling. While the Corporation was waiting for Kennecott’s decision, a program of exploration drilling was undertaken on the Whistler resource area where a total of five holes totaling 4,456 metres were completed. These drill holes, and 10 previously reported holes not included in a 2008 resource estimate have been incorporated into a new resource estimate reported on January 12, 2011.

Three holes were also completed on the Raintree West prospect located immediately to the east of the Whistler deposit for a total of 1,092 metres. Nine holes were completed on Island Mountain totaling 3,937 metres. Geological mapping and soil and rock geochemical surveys were completed concurrent with the drilling on Island Mountain

Kennecott notified the company at the end of August that they would not exercise their right to back in on the Whistler Project, and now retain a 2% Net Smelter Royalty on the property. The Company now owns 100% of the project subject to the underlying royalties and net profits interest.

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four months after the Closing, the common shares of the Corporation trade on any exchange for a period of 20 consecutive trading days at a price of $1.40 per share or greater. There were 6,720,000 units issued in the first tranche and the warrants expire on March 2, 2011. In addition, a cash commission of $114,840 was paid and 24,000 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $10,609 which was charged against share issue costs. Net cash proceeds from this placement were $4,320,360.

The second tranche of the placement closed on March 11, 2010. There were 2,372,500 units issued. The warrants expire on March 11, 2011. In addition, a cash commission of $73,458 was paid and 111,300 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $54,473 which was charged against share issue costs. The net cash proceeds from this placement were $1,492,392.

In August 2010, the Corporation completed concurrent brokered and non-brokered private placements of 7,848,414 units at a price of $0.82 per unit, for gross proceeds of $6.4 million. Each unit consisted of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of two years from the closing of the private placement, one common share at a price of $1.15 per share. In addition, 234,713 broker warrants at an exercise price of $0.82 were issued. The value ascribed to the broker warrants in this placement was $180,075 which was charged against share issue costs. The net cash proceeds from this placement were $5,950,433.

Pursuant to an agreement dated September 17, 2010, and closing on October 7, 2010, the Corporation agreed to sell its Mexican subsidiary, Minera Geoinformatica, to Evrim Metals Corporation (“Evrim”). Minera Geoinformatica (“Minera”) holds all nine of Kiska’s Mexican properties and a geological database for Mexico and parts of the southern United States. Evrim assumed Kiska’s Mexican offices and staff. In consideration, Evrim issued two million shares to Kiska and will make ongoing performance-based share payments.

In late 2010, the Corporation commenced the relocation of the exploration camp from the north end of the property to a new location nearer the Whistler Deposit, at a newly constructed 3000 foot airstrip. The new location for the camp was chosen for its proximity to the area of drilling to reduce associated costs.

In November 2010, the Corporation sold its 26.0% interest in Clancy Exploration Limited (“Clancy”) of 28,506,883 ordinary shares for total proceeds of $2,305,579. Pursuant to the sale a gain of $2,305,579 was recognized in the Corporation’s annual financial statements. As at December 31, 2009 the 28,506,883 ordinary shares represented 37.9% of Clancy’s issued and outstanding shares and was accounted for as an equity investment.

BUSINESS OVERVIEW

The Corporation is a natural resource company engaged in the acquisition and exploration of precious and base metal mineral properties. The Corporation has interests in properties located in Canada, the United States, Australia and (until October 7, 2010) Mexico.

The Corporation uses a scientific and technology platform that integrates data aggregation, data mining and processing and three dimensional modelling to identify and prioritize exploration drill targets. The process has been designed to assist in understanding and quantifying risk at an early stage of the exploration cycle. The Corporation has evolved from a technology service company to an exploration company through its alliances with strategic partners within the mining and exploration industry. Over the past several years, Kiska acquired a portfolio of exploration projects under the Master Agreement with

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Kennecott. A description of the Corporation's mineral exploration properties is set out below in this Item 4 under the subheading “Property, Plant and Equipment.”

NONE OF THE MINERAL PROPERTIES IN WHICH THE CORPORATION HOLDS AN INTEREST CONTAIN ANY KNOWN ORE OR MINERAL RESERVES. ALL EXPLORATION PROGRAMS PROPOSED FOR ANY MINERAL PROPERTIES IN WHICH THE CORPORATION HAS AN INTEREST ARE EXPLORATORY IN NATURE.

The Common Shares of the Corporation are listed and posted for trading on the TSX Venture Exchange under the trading symbol “KSK.”

The Corporation does not prepare business plans for any of its properties. Business plans are not customarily prepared for mineral exploration programs or properties. As is industry standard, the Corporation will prepare a work program for each of the mineral properties upon which it will carry out exploration work. Although a program is completed within a specified budget, the specific nature and type of exploration work completed may vary from the original work program depending on results obtained during the program.

The Corporation has raised and will continue to raise all but a very minor portion of its future working capital and exploration funds through the sale of its securities from treasury. The Corporation may periodically receive cash payments and securities as property option payments from third parties pursuant to the terms of existing or future option agreements.

The Corporation's long-term goal is to identify high potential mineral properties that have received little if any recent exploration work, enhance their value through initial exploration and market them to joint venture partners. The Corporation plans to maintain significant interests in a number of projects and have joint venture partners raise and spend the money necessary to thoroughly evaluate the potential of such mineral properties.

Prior to commencing any exploration activities in any of Australia, Alaska, Nevada, Yukon or British Columbia, the Corporation or the party intending to carry out a work program on a mineral property is required to apply to the appropriate Mining Division of the state, territorial or provincial government for a number of permits or licenses related to mineral exploration activities. These permits or licenses include nomination of operator, water and surface use permits, occupation permits, fire permits, and timber permits. Prior to being issued the various permits or licenses, the applicant must file a detailed work plan with the applicable government agency. Permits are issued on the basis of the work plan submitted and approved by the governing agency. Additional work on a given mineral property or a significant change in the nature of the work to be completed would require an amendment to the original permit or license.

As part of the permit or licensing requirements, the applicant may be required to post an environmental reclamation bond in respect to the work to be carried out on the mineral property. The amount of such bond is determined by the amount and nature of the work proposed by the applicant. The amount of a bond may also be increased with increased levels of development on the property.

The Corporation has or will make application to the appropriate agencies for permits and licenses relating to those properties upon which the Corporation intends to carry out work during the 2011 exploration season. For those mineral properties in which the Corporation has an interest but is not the operator of the work programs, application for the required permits and licenses and the posting of the reclamation bonds will be made by the party entitled to carry out exploration work on the property. The Corporation believes

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that it is currently in compliance with all applicable environmental laws and regulations in, Australia, Alaska, Nevada, Yukon Territory and British Columbia.

The Corporation is unaware of any legal proceedings, either threatened or pending, to which the Corporation is or is likely to be a party, or of which any of its properties or assets is or is likely to be the subject, that are material to the business and affairs of the Corporation.

The Corporation does not anticipate any unusual delays or restricted access to mineral properties due to global climate change. Weather is always a factor to be considered in planning an exploration program and none of the programs have experienced delays outside of the normal expected range. Most of the North American mineral properties are located in areas that experience significant low temperatures and snowfall in winter, therefore the exploration season is generally limited to the June-October window of more clement weather. Exploration on the Corporation’s Australian properties can be conducted on a year-round basis. Planning for exploration and compilation of reports on completed programs and new project research continues on a year-round basis.

The table below illustrates the Corporation’s expenditures on exploration activities for the last three fiscal years. The figures below have been prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada. Except as explained in Note 18 of the Corporation’s financial statements, the figures below are consistent with U.S. GAAP.


	Year Ended 2010	Year Ended 2009	Year Ended 2008
Exploration Costs	$ 11,529,922	$ 5,853,537	$ 7,205,248
Mineral Property Acquisition	274,717	330,598	158,990

Note: All figures shown above are in Canadian Dollars.

The objective of the 2011 Whistler program is to delineate the four early-stage gold-copper porphyry discoveries (Island Mountain, Raintree West, Raintree East and Rainmaker) identified to-date. In addition, exploration will focus on the discovery of new gold-copper porphyry deposits in the Whistler Orbit through grid-based drill testing of high priority areas as outlined by geophysics, geology and reconnaissance drill holes. Kiska is also planning to drill test two properties in the Quesnel Trough region of north-central British Columbia in 2011. A minimum of 5,900 metres of drilling is planned at the Corporation’s Kliyul and 85% owned Redton copper-gold porphyry projects this summer.

The 2011 Whistler Program

The first phase of exploration will be conducted through March and April at the Whistler Project and will start in the Whistler Orbit (an approximate 5 kilometre radius centred on the Whistler Deposit), which encompasses the Raintree West, Raintree East and Rainmaker discoveries. Drilling will commence at the Raintree West target and will consist of systematic step out drill holes north of the discovery section, where evidence suggests a strengthening porphyry system. Previous drilling has intersected gold, silver, copper, lead and zinc mineralization over large intervals including a 2010 hole, WH10-24, which intercepted 83.0 metres grading 1.2 g/t gold, 11.8 g/t silver, 0.06% copper, 0.53% lead and 1.08% zinc. Raintree West lies 1.5 kilometres east of the current mineral resource for the Whistler Project.

Concurrent with the Raintree West drilling, a grid-based drill program will test prospective areas of the Whistler Orbit with shallow holes to obtain geological information and locate areas of strong alteration

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and/or mineralization beneath the thin layer of overburden. Up to 50 holes will test geophysical targets derived from magnetics and Induced Polarization (IP) data generated from a 3D IP survey conducted in 2009. Results of this shallow drilling will guide further drilling with the larger drill capable of testing targets to greater depths. A second rig will be mobilized in May to follow up on targets generated from the shallow drilling campaign and to expand on known mineralization. A total of 20,000 metres of drilling are expected to be completed in the Whistler Orbit in 2011.

Exploration at the Island Mountain prospect will also be conducted in two phases. The exploration program will start with a detailed airborne magnetic geophysical survey in May to help refine drill targets and highlight new target areas in preparation for drilling slated to start in June. This work will follow up the successes of 2010 drilling including drill hole IM10-013 which intersected a 114.9 metre interval averaging 1.25 g/t gold, 4.0 g/t silver and 0.23% copper, beginning at a depth of 50.1 metres. This interval was contained within a much larger drill intercept of 362.0 metres averaging 0.56 g/t gold, 2.0 g/t silver, and 0.11% copper beginning at a depth of 42.0 metres. Detailed mapping and surface sampling has identified several new breccia outcrops that extend over a minimum 700 metre-long trend approximately 450 metres in width and open in all directions.

Two drill rigs will be mobilized to complete 11,000 metres of drilling at Island Mountain. One drill will be dedicated to expanding on a section-by-section basis mineralized zones identified in 2010. The second drill will focus on step out drilling to expand Island Mountain mineralization, to conduct reconnaissance drill testing of early stage surface and geochemical targets defined in 2010 as well as additional targets elsewhere on the property such as Muddy Creek, a gold target where 150 rock samples averaged 4.72 g/t gold over an irregular 3.2 km by 3.3 km area.

The 2011 Exploration Programs for British Columbian Porphyry Targets

In addition to the exploration program at Whistler, Kiska will be exploring two copper-gold porphyry targets in British Columbia in 2011. The properties, Kliyul and Redton, are both located within the Quesnel Trough region of the province, an area in which Kiska is one of the largest land holders. Kliyul is a 57.5 sq km property located 5 km south of the Omineca mining access road and power-line, and 60 kilometres southwest of Northgate Minerals’ Kemmess South mine.

Kiska’s predecessor, Geoinformatics, drilled two deep holes targeting a magnetic high anomaly at Kliyul. The best intercept returned an interval of 217.8 metres of 0.23% copper and 0.52 g/t gold from a depth of 22.0 metres. This interval included 0.30% copper and 0.81 g/t gold over the bottom 131.8 metres. This hole was drilled to a depth of 325.4 metres and ended in mineralization with the last two samples averaging 0.31% copper and 1.30 g/t gold over 4.4 metres. The second hole returned a number of shorter intervals of a similar tenor of mineralization highlighted by 24 metres of 0.20% copper and 0.44 g/t gold, 32 metres of 0.21% copper and 0.62 g/t gold and 20 metres of 0.14% copper and 1.21 g/t gold. Exploration will consist of mapping, geochemical surveys, reconnaissance IP geophysics and 2,700 metres of drilling.

The Redton Project consists of over 700 sq. km of mineral exploration claims located approximately 70 km west of the Mt. Milligan copper-gold project and immediately adjacent to Serengeti Resources’ recent Kwanika copper-gold discovery. Currently, there are two highlighted target areas on the property, the Falcon and Red Zone porphyry prospects. Exploration, including 3,200 metres of drilling, will focus on these targets. Regional property work will investigate the numerous existing geochemical and geophysical targets. A 2006 hole at the Red Zone returned 167 metres grading 0.31% copper, 0.08 g/t gold and 2.48 g/t silver. Drilling in 2007 and 2008 at Falcon returned long mineralized intersections including 345 metres of 0.06% MoS2 and 144 metres of 0.09% MoS2.

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For the basis of statements made by the Corporation regarding its competitive position, please see the disclosure under Item 3 – Risk Factors – Specific Corporate Risks – Competitive Conditions” on page 15 of the annual report on Form 20-F.

ORGANIZATIONAL STRUCTURE

The Corporation’s subsidiaries and their respective jurisdictions consist of the following:


	Year of incorporation/ acquisition	% Ownership	Jurisdiction
Geoinformatics Exploration Australia Pty Ltd ⁽¹⁾	2002	100%	Australia
Rimfire Australia Pty Ltd.	2009	100%	Australia
2012860 Ontario Limited ⁽²⁾	2002	100%	Canada
Geoinformatics Exploration Canada Limited ⁽²⁾	2005	100%	Canada
Rimfire Minerals Corporation	2009	100%	Canada
Geoinformatics Explorations Ireland Limited	2002	100%	Ireland
Geoinformatics Alaska Exploration, Inc.	2003	100%	USA
GXL USA, Inc.	2007	100%	USA
Rimfire Alaska, Ltd.	2009	100%	USA
Rimfire Nevada Ltd.	2009	100%	USA

⁽¹⁾Until wound up on July 28, 2010.

⁽²⁾ Until dissolved on December 31, 2010.

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INTERCORPORATE RELATIONSHIPS

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PROPERTY, PLANT AND EQUIPMENT

The Corporation is in the exploration stage and its properties are presently without a known body of commercial ore. Its mineral property interests are the following:

Gillis Property located in the Nicola Mining Division of British Columbia, approximately 30 kilometers south of Merritt, British Columbia.

Grizzly Property located in the Liard Mining Division of British Columbia, approximately 120 kilometers northwest of Stewart, British Columbia.

Kizmet Property located in the Atlin Mining Division of British Columbia, approximately 130 kilometers northwest of Telegraph Creek, British Columbia.

Kliyul Property located in the Omineca Mining Division of British Columbia, approximately 115 kilometers north of Takla Landing, British Columbia.

Poker Creek Property located in the Liard Mining Division of British Columbia, approximately 16 kilometers west of Telegraph Creek, British Columbia.

Quesnel Trough Project, consisting of 6 properties, is located in the Cariboo Mining Division of British Columbia, from 15 kilometers south of Prince George to 40 kilometers north of Fort St. James, British Columbia.

RDN Property located in the Liard Mining Division of British Columbia, approximately 120 kilometers northwest of Stewart, British Columbia.

Redton Property located in the Omineca Mining Division of British Columbia, approximately 140 kilometers northwest of Fort St. James, British Columbia.

Thorn Property located in the Atlin Mining Division of British Columbia, approximately 120 kilometers northwest of Telegraph Creek, British Columbia.

Tide Property located in the Skeena Mining Division of British Columbia, approximately 36 kilometers north of Stewart, British Columbia.

Williams Property located in the Liard Mining Division of British Columbia, approximately 150 kilometers southeast of Dease Lake, British Columbia and 330 kilometers north of Smithers, British Columbia.

Goodpaster Properties located in the Fairbanks Recording District, Alaska, 65 kilometers northeast of Delta Junction, Alaska.

Uncle Sam Property located in the Fairbanks Recording District, Alaska, 75 kilometers southeast of Fairbanks, Alaska.

Whistler Property located in the Anchorage Recording District, Alaska, 160 kilometers northwest of Anchorage, Alaska.

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Boulevard Property located in Whitehorse Mining District of Yukon Territory, approximately 135 kilometers south of Dawson City, Yukon.

Wernecke Breccia Property located in the Mayo Mining District of Yukon Territory, approximately 180 kilometers northeast of Mayo, Yukon.

Colorback/Hilltop Properties located in Lander County Nevada approximately 100 kilometers southwest of Elko, Nevada.

Barmedman and Walmer properties located in the Lachlan Fold Belt, New South Wales Australia.

Victoria Goldfields properties located in the Stawell Corridor, Victoria, Australia.

At present, the Corporation does not intend to undertake any exploration at its own expense on the Barmedman/Walmer, Boulevard, Colorback/Hilltop, Gillis, Goodpaster, Grizzly, Kizmet, Poker Creek, Quesnel Trough, RDN, Thorn, Tide, Williams, Wernecke Breccia, or Uncle Sam properties for the fiscal year ending December 31, 2011. Option agreements in place require other corporations to complete exploration programs on some of these properties. These are described in more detail in the description of each property in this Item 4 below.

In the event that joint venture partners are not obtained for the remaining properties, the Corporation may pay the required carrying costs from working capital or allow these claims to be returned to the vendor or be forfeited to the State, Province or Territory as the case may be.

The Corporation’s head office occupies 5,211 square feet of office space leased under agreement with The Manufacturers Life Insurance Company. The Corporation has purchased furnishings, computers and office equipment, and leased a photocopier. The rent, as of March 31, 2011, is $20,452 per month, including operating charges of $7,560 per month. Telephone and internet access charges are in addition to this amount.

The Corporation’s mineral properties are detailed below.

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Whistler Property, Anchorage Recording District, Alaska

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Map showing the location of the Whistler Project relative to Anchorage and possible land access routes.

Location and Introduction

The Whistler property, consisting of 868 claims, covering 132,600 acres, is located 160 kilometers northwest of Anchorage, Alaska in the Yentna Mining District of Alaska. The property boundaries have not been legally surveyed. The Whistler Property is owned 100% by the Corporation, subject to underlying royalties. Some of the claims are subject to a 1.5% net smelter royalty (NSR) to the original owner, which can be brought down to 0.5% by a US$10 million buy-down. Moreover, Teck Cominco owns a 2% net profit interest (NPI) over all of these claims..

The project is located in the drainage of the Skwentna River. Elevation varies from about 400 metres above sea level in the valley floors to over 5,000 metres in the highest peaks. Access to the project area is solely by aircraft in summer. In 2011, a winter access trail was reactivated and bulk equipment and fuel was transported overland onto the property. The old camp, located near Rainy Pass, a lodge and serviced with a gravel airstrip for wheel-based aircrafts was dismantled and relocated to a site near the Whistler deposit and a newly constructed gravel airstrip. The camp is equipped with diesel generators, a satellite communication link and tent structures on wooden floors. Although chiefly used for summer field programs, the camp has been winterized.

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Property History

Mineral exploration in the Whistler area was initiated by Cominco Alaska in 1986, and continued through 1989. During this period, the Whistler and the Island Mountain copper-gold porphyry occurrences were discovered and partially tested by drilling. In 1990, Cominco’s interest waned and all cores from the Whistler region were donated to the State of Alaska. The property was allowed to lapse.

In 1999, Kent Turner staked twenty-five State of Alaska mining claims at Whistler and leased the property to Kennecott. From 2004 through 2006, Kennecott conducted extensive exploration of Whistler region, including geological mapping, soil, rock and stream sediments sampling, ground induced polarization, the evaluation of the Whistler copper-gold occurrence with fifteen core boreholes (7,948 metres) and reconnaissance core drilling at other targets in the Whistler region (4,184 metres). Over that period, Kennecott invested over US$6.3 million in exploration.

In June 2007, Kennecott offered the Whistler project to the Corporation under the Master Strategic Alliance Agreement. The Whistler Project was transferred at no cost as the third “target-of-merit” under the Master Strategic Alliance Agreement and was subject to separate provisions that specified that expenditures made and targets drilled on the Whistler Project would not constitute expenditures or targets toward Geoinformatics obligations under the Master Agreement. In the years 2007 and 2008, Geoinformatics drilled 12 core holes (5,784 metres) into the Whistler deposit and 6 exploration holes (1,841 metres) in the Whistler area (Whistler Orbit).

As a requirement of the merger of Rimfire Minerals Corporation and Geoinformatics that formed Kiska Metals, in June 2009, Kiska and Kennecott agreed to a legally-binding work program required to trigger Kennecott’s back-in rights over the Whistler property. The work program called for Kiska to complete defined amounts of geophysics and drilling on several targets within the Whistler project area. Once the full program was completed, Kennecott would decide on whether to exercise its right to back in or relinquish back-in rights and revert to a royalty.

The program (“Trigger Program”) included:

Up to 341 line kilometers of 2D and 3D Induced Polarization geophysics on regional targets.

Drilling of a minimum of 20 holes with a minimum depth of 200m per hole, for at least 7000m in aggregate.

The Trigger Program, conducted from July 2009 to July 2010, was supervised by a technical committee comprised of two geoscientists from each of Kiska and Kennecott. In August of 2010, Kiska delivered a Technical Report to Kennecott summarizing the results of the completed Trigger Program. In early September of 2010, Kennecott informed Kiska that it would not exercise its back-in right on the project and hence retained a 2% Net Smelter Royalty on the property. From this point, Kiska continued to drill and explore the Whistler property for the duration of the 2010 field season and spring 2011 season, including drilling the Whistler Deposit followed by a new resource estimate, and step-out drilling at the Raintree West and Island Mountain Breccia Zone prospects.

Property Description

The Corporation’s gained 100% ownership of the Whistler Property after Kennecott waived its back in rights on the project and retain a 2% Net Smelter Royalty on the property. By gaining 100% ownership the Corporation took assignment of the Mineral Lease Agreement between Mr. Kent Turner and Kennecott dated July 3, 2003 granting to Kennecott and its successors a renewable 30-year lease on twenty-five unpatented State of Alaska Claims containing the Whistler copper-gold deposit. In consideration of the lease, Kent Turner is entitled to advance annual royalty payments of US$50,000 at the anniversary of the agreement and deductible against a 1.5% Net Smelter Royalty. One percent (1%) of

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the Turner royalty can be purchased for US10,000,000. The agreement also provides for minimum annual exploration expenditures US$100,000 since February 1, 2006.

A second underlying agreement is an earlier agreement between Cominco American Incorporated (now Teck Resources Limited) and Mr. Kent Turner dated October 1, 1999. This agreement concerns a 2% net profit interest held by Teck Resources Limited in connection with the Turner Claims.

During 2009, the Corporation staked an additional 136 claims surrounding the existing claims.

The following table details the claims that comprise the Whistler property with legal identification (Mineral Tenure) and location.


Claim	Mineral Tenure (ADL)	Location
BT 001-BT099	667647-667745	Seward M., T.S. 19N-20N, Range 19W-20W
IM 1-IM 18	645698-646065	Seward M., T.S. 19N-20N, Range 19W-20W
IM 19-IM 24	645709-645714	Seward M., T.S. 20N, Range 19W
IM 25-IM 27	646066-646068	Seward M., T.S. 20N, Range 20W
IM 28-IM 35	645715-645722	Seward M., T.S. 20N, Range 19W
IM 36	646069	Seward M., T.S. 20N, Range 20W
IM 37-IM 42	645723-645728	Seward M., T.S. 20N, Range 19W
IM 43	646070	Seward M., T.S. 20N, Range 20W
IM 44-IM 49	645729-645734	Seward M., T.S. 20N, Range 19W
IM 50	646071	Seward M., T.S. 20N, Range 20W
IM 51-IM 54	645735-645738	Seward M., T.S. 20N, Range 19W
IM 55	646072	Seward M., T.S. 20N, Range 20W
IM 56-IM 59	645739-645742	Seward M., T.S. 20N, Range 19W
IM 60-IM 70	646073-646083	Seward M., T.S. 19N, Range 19W-20W
IM 71-IM 128	646764-646821	Seward M., T.S. 20N, Range 19W
MUD 1-MUD 43	650959-651001	Seward M., T.S. 20N-21N, Range 19W-20W
MUD 44-MUD 51	656421-656428	Seward M., T.S. 20N, Range 20W
Port 2151-Port-2153	633446-633448	Seward M., T.S. 22N, Range 18W
Port 2251-Port-2253	633446-633451	Seward M., T.S. 22N, Range 18W
Port 2351-Port-2355	633452-633456	Seward M., T.S. 22N, Range 18W
Port 2454-Port-2459	633457-633462	Seward M., T.S. 22N, Range 18W
Port 2555-Port-2559	633463-633467	Seward M., T.S. 22N, Range 18W
Port 2655-Port-2657	633468-633470	Seward M., T.S. 22N, Range 18W
SAM 1 – SAM 37	667206-667242	Seward M., T.S. 21N-22N, Range 17W-18W
Whisper 1 – 4	641197-641200	Seward M., T.S. 23N, Range 19W
Whisper 9 – 13	641201-641205	Seward M., T.S. 23N, Range 18W-19W
Whisper 17 – 22	641206-641211	Seward M., T.S. 23N, Range 18W-19W
Whisper 27 – 32	641212-641217	Seward M., T.S. 23N, Range 18W-19W
Whisper 37 – 44	641218-641225	Seward M., T.S. 23N, Range 18W-19W
Whisper 47 – 55	641226-641234	Seward M., T.S. 23N, Range 18W-19W
Whisper 57 – 104	641235-641283	Seward M., T.S. 22N, Range 18W-19W
Whisper 105 - 109	641182-641186	Seward M., T.S. 22N, Range 18W
Whisper 110 - 119	641284-641293	Seward M., T.S. 22N, Range 18W-19W
Whisper 120	641187	Seward M., T.S. 22N, Range 18W
Whisper 121 - 126	641294-641299	Seward M., T.S. 22N, Range 18W-19W
Whisper 127 - 130	641188-641191	Seward M., T.S. 22N, Range 18W
Whisper 131 - 138	641300-641305	Seward M., T.S. 22N, Range 18W-19W
Whisper 139 - 143	641192-641196	Seward M., T.S. 22N, Range 18W
Whisper 144 - 156	641306-641318	Seward M., T.S. 22N, Range 18W-19W
Whisper 157 - 180	641320-641343	Seward M., T.S. 22N, Range 18W-19W
Whisper 181	641275	Seward M., T.S. 22N, Range 19 Seward M., T.S. 22N, Range 18W W
Whisper 182	641319	Seward M., T.S. 22N, Range 18W
Whisper 183	644845	Seward M., T.S. 23N, Range 19W
Whisper 184	646084	Seward M., T.S. 23N, Range 19W
Whisper 185 - 187	644846-644848	Seward M., T.S. 23N, Range 19W
Whisper 188 - 236	646085-646133	Seward M., T.S. 22N-23N, Range 17W,18W,19W
Whisper 240 - 250	646137-646147	Seward M., T.S. 22N, Range 17W-18W
Whisper 265 - 269	646162-646166	Seward M., T.S. 22N, Range 18W
Whisper 284 - 290	646181-646186	Seward M., T.S. 22N, Range 16W, 18W
Whisper 305 - 311	646202-646208	Seward M., T.S. 22N, Range 16W,18W
Whisper 326 - 332	646223-646229	Seward M., T.S. 22N, Range 16W,18W
Whisper 336 – 342	646233-646239	Seward M., T.S. 22N, Range 17W
Whisper 347 – 361	646244-646258	Seward M., T.S. 22N, Range 16W,17W, 18W
Whisper 365 - 617	646262-646977	Seward M., T.S. 21N-22N, Range 16W,17W, 18W, 19W

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Regional Geology

Alaskan geology consists of a collage of various terranes that were accreted to the western margin of North America as a result of complex plate interactions through most of the Phanerozoic. The southern most Pacific margin is underlain by the Chugach–Prince William composite terrane, a Mesozoic-Cenozoic accretionary prism developed seaward from the Wrangellia composite terrane. It comprises arc batholiths and associated volcanic rocks of Jurassic, Cretaceous and early Tertiary age.

The Alaska Range represents a long-lived continental arc characterized by multiple magmatic events ranging in age from about 70 million years (“Ma”) to 30Ma and associated with a wide range of base and precious metals hydrothermal sulphide-bearing mineralization.

Property Geology

The geology of Whistler project is characterized by a thick succession of Cretaceous to early Tertiary (ca. 97 to 65Ma) volcano-sedimentary rocks intruded by a diverse suite of plutonic rocks of Jurassic to mid-Tertiary age. Five main intrusive suites are important in the Whistler project area.

The Whistler Igneous Suite comprises alkali-calcic basalt-andesite, diorite and monzonite intrusive rocks generally older than 75.5Ma with restricted extrusive equivalent. These intrusions are commonly associated with copper-gold porphyry-style mineralization characterized by low arsenic and low antimony.

The Summit Lake, Kichatna and Hartman River Intrusions (74 to 61Ma) are calc-alkalic granodiorite to diorite intrusions occurring northeast of the Whistler region. These intrusions are generally auriferous and hydrothermal mineralization is commonly arsenical.

The Composite Intrusions vary in composition from peridotite to granite and their ages span from 67 to about 64 Ma. Copper-gold veinlets and pegmatitic occurrences are characteristics of the Composite plutons.

The Crystal Creek Intrusions form a suite of calc-alkalic granite and granite porphyry intrusions with extrusive rhyolite ranging in age from 61 to 65Ma. Andesite and diorite rocks may represent higher level or border phases of this intrusive suite.

The Merrill Pass igneous suite forms a north-trending belt of differentiated calc-alkalic volcanic and intrusive rocks (44 to 30Ma) related to the emergence of the Aleutian arc. They are associated with porphyry copper mineralization and are generally barren.

Mineralization

The Whistler project was acquired by the Corporation for its potential to host porphyry-style magmatic hydrothermal gold and copper mineralization. Magmatic hydrothermal deposits represent a wide spectrum of mineral deposits formed by the circulation of hydrothermal fluids into fractured rocks and associated with the intrusion of magma into the crust. Exploration work completed on the property has uncovered several porphyry-style magmatic hydrothermal copper-gold sulphide occurrences, suggesting that the project area is generally highly prospective for porphyry copper-gold deposits.

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The Whistler copper-gold deposit is the most important exploration target on the Whistler project. Drilling by Cominco, Kennecott and the corporation was successful in delineating copper-gold sulphide mineralization associated with at least three diorite porphyry intrusive phases. The oldest phase exhibits the best copper-gold mineralization, while the third and youngest are much less mineralized. On surface, the copper gold mineralization extends over an area measuring 750 by 250 metres and from the surface to depths ranging between 200 and 750 metres.

Surface Exploration, Geophysics and Drill Programs

There are partial records documenting sixteen shallow core boreholes (1,677 metres) drilled on the Whistler copper-gold deposit in 1988 and 1989. The records contain descriptions of the core, with drilling logs and assay results. Apparently, the core from these holes was donated to the State of Alaska in 1990. Few details are available for the sampling procedures used by Cominco Alaska (Teck Resources Ltd.).

Kennecott carried out systematic exploration of the project area between 2003 and 2006. This work included reconnaissance mapping and prospecting, airborne geophysical and radiometric surveying, rock, soil and stream sediments sampling, detailed mapping over selected areas and ground Induced Polarization (IP) surveys.

Between 2004 and 2006, Kennecott drilled a total of thirty-five core holes (12,694 metres) on the Whistler project. Fifteen of those core holes (7,948 metres) were drilled on the Whistler deposit. Drilling at Whistler aimed at testing the copper-gold sulphide mineralization on six east-west sections spaced at 150 to 200 metres with inclined boreholes drilled towards the east and the west. Two inclined holes were drilled with a south azimuth to test the depth extension of the sulphide mineralization.

A total of twenty boreholes (4,746 metres) were drilled by Kennecott to investigate other exploration targets. Targets selected for drilling were typically chosen based on a combination of geology, geochemical and geophysical criteria interpreted to be indicative of porphyry-style mineralization. The drilling strategy involved testing selected targets with vertical or angled drill holes to validate the geological model. One or more boreholes were drilled, depending on results, in an attempt to vector towards the potassic core of a magmatic hydrothermal system known to be associated with better copper and gold sulphide mineralization in this area.

When the Corporation acquired the Whistler project, a review of project data was completed and in 2007 and 2008, a program of reconnaissance IP (induced polarization) surface mapping, soil and rock geochemistry and drilling were carried out. A total of 12 core holes (5,784 metres) were drilled in the Whistler deposit and 6 exploration holes (1,841 metres) in the Whistler area (Whistler Orbit).

In 2009, Kiska undertook a 2D and 3D IP survey over most of the prospective areas in the Whistler, Island Mountain and Muddy Creek areas. Kiska commissioned Aurora Geoscience to complete 224 line-kilometres of a 3D Induced Polarization geophysical survey. This was executed on two grids (Round Mountain; Whistler Orbit) which were comprised of grid lines ranging from 4 to 9 km long with a line-spacing of 400 metres. The raw data was delivered to Mira Geoscience for detail data quality control and error analysis prior to the construction of a 3D inversion model. This survey reaffirmed that the Whistler deposit is coincident with a discrete 3D chargeability anomaly and showed that much of the Whistler Orbit area contains broad areas of anomalous chargeability. SJ Geophysics completed 40 line-kilometres of a 2D Induced Polarization geophysical surveys in areas at Alger Peak, Island Mountain and Muddy Creek. In conjunction with the airborne magnetic data, these zones of anomalous chargeability defined by the IP surveys provide an important criteria for targeting drill holes in the ongoing work.

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Kennecott used industry best practices to collect, handle and assay soil, rock and core samples collected during the period 2004-2006. Kennecott also used industry best practices in their quality control measures. The Corporation continues to employ these same procedures and has all sample preparation and analyses conducted by accredited labs.

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Whistler Area Exploration Drilling

A total of 21 exploration holes for 7,652 metres of drilling in the Whistler area were completed by Kiska in 2009-2010. A majority of these holes were drilled in the “Whistler Orbit”, an area that includes much of the broad valley floor to the north, east and south of the Whistler Ridge, that includes the Raintree and Rainmaker prospect areas. A majority of these holes were drilled in the Whistler Orbit and intersected andesitic volcanic rocks with moderate to strong sericite-clay-pyrite alteration and occasional sphalerite- and galena-bearing quartz-carbonate veins and in some instances chalcopyrite.

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The Raintree West prospect was discovered by exploration drilling completed by the Corporation in 2008. In 2009, Kiska drilled two significant intercepts, in follow-up drilling of porphyry-style Au-Cu mineralization, the upper one returning 128.7 metres averaging 0.56 g/t gold, 6.8 g/t silver, 0.16% copper, 0.14% lead and 0.32% zinc and a second deeper intercept returning 97.2 metres averaging 0.61 g/t gold, 6.9 g/t silver, 0.16% copper, 0.24% lead and 0.59% zinc (WH09-02). Another hole, WH10-24, drilled a 100 metres further south returned 83.0 metres of 1.2 g/t gold, 11.8 g/t silver, 0.06% copper, 0.53% lead and 1.08% zinc. The follow-up drilling to these positive results is continuing in the current March-April spring exploration program.

The Raintree East prospect, located 2.8 km to the east-northeast of the Whistler deposit, represents another prospect discovered in reconnaissance drilling that will see follow-up in the 2011 spring program. The hole, WH10-008, drilled there in 2010 returned 90 metres of 0.42 g/t Au, 1.33 g/t Ag, 0.10% Cu corresponding to a zone sparse sheeted to stockwork quartz-pyrite-chalcopyrite veins

Island Mountain Exploration Drilling

The Breccia Zone discovery hole, IM09-001 returned 382.9 metres (top to bottom) of 0.68 g/t Au and 0.10% Cu with an upper interval 150.0 metres averaging 0.72 g/t Au, 2.37 g/t Ag and 0.16% Cu from 44.0 to 94.0 metres and a deeper zone of pyrrhotite veins and disseminations (“Lower Zone” mineralization) that returned 106.9 metres averaging 1.22 g/t Au, 0.69 g/t silver and 0.05% copper from 280.0 to the 386.9 metres (end of hole). All of the follow-up holes to the discovery hole have intercepted varying degrees of mineralization. One of the highlight holes from the 2010 season was hole IM10-013, located 100 metres NNW from the discovery hole, that returned 114.9 metres of 1.25 g/t gold, 4.0 g/t silver and 0.23% copper from a depth of 50.1 metres. Results from this drilling program indicate that gold-copper mineralization is open at depth and to the northwest of the Discovery Breccia, where surface work has mapped intrusive and hydrothermal breccias for a strike length in excess of 800 metres as well as expansive areas of altered and mineralized diorite intrusive rocks. Extensive surface geochemical results are being compiled and will be used to guide drilling at Island Mountain in 2011 focusing on both continued expansion of the discovery zones and investigation of numerous other distinct targets.

Island Mountain; Initial Metallurgical Test Work

Samples from the discovery hole IM09-001 were selected to create representative composite samples used to carry out preliminary metallurgical test work to assess the mineralogical associations and the potential for effective treatment of the rock to recover copper and gold. Core logging and assay results indicated a difference between the upper and lower mineralized intervals. The upper unit had higher copper but lower gold values and the lower material tended to contain more pyrrhotite.

The preliminary testing has indicated that the Island Mountain material tested is amenable to copper recovery by flotation and that the gold is relatively free milling. This is particularly true of the greater portion of the material represented by the Lower Composite. The results indicate that in the range of 90% of the gold in the Lower Composite can be recovered by either whole ore leaching or a combination of flotation and leaching of the tailings. With further development work, copper flotation recoveries will likely rise to the 80% range for the Lower Composite.

Similarly, gold recovery in the range of 90% can be achieved by whole ore leaching of the Upper Composite. Further flotation work on the Upper Composite will improve both copper and gold recoveries to concentrate.

Whistler Deposit; Initial Metallurgical Test Work

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In 2004, Kennecott submitted three composite core samples for metallurgical testing at Dawson Metallurgical Laboratories Inc. in Salt Lake City, Utah. Preliminary test work on the three composite samples included gravity concentration or flotation to recover the copper and gold. Recovery of copper and gold focused on flotation as the process option in later test work.

In general, 90% to 92% copper recovery was achieved into a 6% copper rougher concentrate. Also recovered in this concentrate was 80% of the gold at a rougher grade of 20 g/t. These recoveries were accomplished at laboratory flotation times of 5 to 6 minutes and a grind of 80% passing 162 microns. This grind size and flotation time is typical of porphyry copper flotation response and grind requirements.

Three stage open circuit cleaner tests carried out on the rougher concentrate resulted in overall recoveries to the third cleaner concentrate of 80% of the copper and 60% of the gold. The grade of the final concentrate was 22.5% copper and 65 g/t Au. The cleaning tests were carried out at a grind of 80% passing approximately 50 microns.

The 10% copper loss in the cleaning circuit is not untypical of open circuit cleaning and better recoveries could be achieved in plant operation and would likely be indicated in locked cycle (closed circuit) cleaning tests or pilot plant testing. The final concentrate copper grade is not in the “typical” range of 25% to 30%. Better results with respect to both grade and recovery are likely to be achieved by further optimization of the reagent regime and a finer regrind prior to the cleaner flotation. One would expect to see a required grind in the range of 80% passing 30 to 40 microns.

Given that the bulk of the value lies in the gold rather than the copper in this material the high losses to both the rougher tails and the cleaner circuit tails are of significant concern. Approximately 20% of the gold is lost in each of these streams. Finer grinding of the rougher stream increased copper recoveries slightly while not improving gold recoveries. Future work should address the form of this gold loss and investigate options to improve it.

Whistler Deposit Mineral Resource Estimation

The mineral resource model presented in the technical report prepared by Moose Mountain Technical Services and filed on the Internet’s System for Electronic Document Analysis and Retrieval (“SEDAR”) on March 18, 2011, was prepared to provide an initial assessment of copper and gold sulphide zones delineated by drilling on this project and to provide management an independent assessment to justify additional exploration and development work. The resource estimate was completed by R.J. Morris, M.Sc., P.Geo. an independent qualified person as this term is defined in National Instrument 43-101. The effective date of this resource estimate is March 17, 2011.

Estimated mineral resources fall into two broad categories dependent on whether the economic viability of them has been established and these are namely “resources” (economic viability not established) and ore “reserves” (viable economic production is feasible). Resources are sub-divided into categories depending on the confidence level of the estimate based on level of detail of sampling and geological understanding of the deposit. The categories, from lowest confidence to highest confidence, are inferred resource, indicated resource and measured resource. Reserves are similarly sub-divided by order of confidence into probable (lowest) and proven (highest). The resource classifications used below can be more particularly described as follows:

“inferred mineral resource” is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological grade and continuity. The estimate is based on limited information and sampling

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gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

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

All mineral resources referenced in the technical report have been estimated in accordance with the definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. U.S. reporting requirements for disclosure of mineral properties are governed by the SEC Industry Guide 7 ("Guide 7"). NI 43-101 and Guide 7 standards are substantially different. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101. These definitions differ from the definitions of "proven (measured) reserves" and "probable (indicated) reserves" in Guide 7. Under Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

The technical report uses or may use the terms "mineral resource," "indicated mineral resource" and "inferred mineral resource". We advise investors that these terms are defined in and required to be disclosed by NI 43-101. However, these terms are not defined terms under Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.


2011 Whistler Deposit Resource Estimate
	Tonnes and Grade						Total Contained Metal
Resource Category	Tonnes (Mt)	Gold (g/t)	Silver (g/t)	Copper (%)	Gold Eq² g/t		Gold (Moz)	Silver (Moz)	Copper (Mlbs)		Gold Eq³(Moz)
Open Pit Resource
Indicated¹	79.2	0.51	1.97	0.17		0.88	1.28	5.03		302	2.25
Inferred¹	145.8	0.40	1.75	0.15		0.73	1.85	8.21		467	3.35

1. Reported within a conceptual pit shell (45 degree pit slope angle) and based on a cut-off grade of $7.5/t adjusted for metallurgical recovery and offsite costs.

2. Gold equivalent grade calculation was based on 75 percent recovery for gold and silver; 85 percent recovery for copper; USD$990 per ounce gold, USD$15.40 per ounce silver and USD$2.91 per pound of copper.

3. Totals may vary due to rounding

Future Exploration Programs

The 2011 spring exploration program currently underway consists of a grid drilling program in the Whistler Orbit that aims to complete approximately 50 short drill holes totaling 2500 metres. These holes will be drilled in a 200 metre spaced grid pattern to penetrate through overburden and sample bedrock to shallow depths of 50 metres on average. As well, a larger drill will test the Raintree West target as well as the Raintree East and other possible targets, as revealed by the results of the grid drilling program. The larger drill is expected to complete approximately 3000 metres of drilling.

In the second half of 2011, two drill-rigs will conduct approximately 15,000 metres of drilling primarily in the Whistler Orbit area while two other drills will concentrate approximately 11,000 metres of drilling on the Island Mountain Breccia Zone as well as other reconnaissance targets at Island Mountain and Muddy Creek.

The Qualified Person for this property is Mark Baknes, P.Geo. Vice President, Exploration for the Corporation.

The Corporation’s other British Columbia and Yukon properties include:

Adam Property, Skeena Mining Division, BC

The Adam Property, covering 1,823 hectares, is approximately 70 kilometers northwest of Stewart, British Columbia. The Corporation sold 100% of these claims to Paget Resources Ltd. for a cash payment of $10,000. The Corporation retains a 2% NSR.

Boulevard Property, Whitehorse Mining District, Yukon

The Boulevard Property, consisting of 238 claims, is located approximately 135 kilometers south of Dawson City, Yukon. The Boulevard Property was held jointly by Kiska (50%) and Northgate Minerals (50%), with each company having funded the initial $330,000 in exploration that led to staking of the property. Northgate solely funded the next exploration program to earn an additional 10% interest.

Effective July 22, 2009, the Corporation and Northgate signed an option agreement with Silver Quest Resources Ltd. (“Silver Quest”) under which Silver Quest can acquire the Corporation’s 50% interest in the property. Silver Quest will make staged cash payments to the Corporation on a 40% basis totaling $80,000 ($32,000 upon regulatory acceptance), issue an aggregate of 400,000 shares (160,000 upon regulatory acceptance) and complete exploration expenditures of $3,000,000 ($200,000 the first year)

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over a five year period. The Corporation retains a 1% net smelter royalty (“NSR”) on the property, with Silver Quest having the right to buyback 0.25% of the NSR for $375,000. In addition, should Silver Quest complete a 43-101 compliant resource estimate on the property in excess of 1,000,000 ounces of gold in an indicated category, they will be required to make a one-time bonus payment of an additional 500,000 shares of its capital stock each to Kiska and Northgate.

Silver Quest also purchased from the Corporation and Northgate certain data pertaining to soil, silt and rock sampling completed in areas around or near the property. If Silver Quest acquires open ground by staking within defined areas, it will be required to issue additional common shares, up to a maximum of 250,000 to the Corporation, and the additional property, if any, will be further subject to a NSR in favor of the two original partners. Silver Quest would be entitled to buyback 1% of the NSR for $500,000. Late in 2009, Silver Quest acquired claims by staking and issued an additional 100,000 shares to the Corporation.

The Boulevard area was selected from a much larger regional compilation and reconnaissance silt sampling program that led to the identification of anomalous gold and pathfinder elements in creeks draining the Boulevard. Detailed soil sampling in 2007 outlined the multi-element geochemical anomaly that was tested by trenching in July 2008. In light of positive trench results the Corporation and Northgate staked additional claims.

Diamond drilling in September 2008 was focused on trenched areas with significant widths of gold mineralization. Additional targets were identified from results of a magnetometer survey and previous soil geochemistry data. A total of 525 meters of core was drilled in seven holes from six different locations. In total, 4.85 line kilometers of IP and 45 line kilometers of magnetometer survey were completed. The soil survey grid was extended southeast from the existing Boulevard grid. The drilling intersected gold mineralization in five of seven holes. Drilling tested the mineralization in the discovery trench and targets along the apparent strike of this mineralization, within a large multi-element soil geochemical anomaly.

Since optioning the project, Silver Quest completed substantial auger soil-geochemical surveys leading to the definition of 3 distinct anomalies that were later tested by a 20 hole (3,006 m) diamond drilling program in 2010. Drilling intersected generally lower grade mineralization over widths of less than 25 m core length. No programs have been announced for the 2011 season.

Gillis Property, Nicola Mining Division, BC

The Gillis property consists of 14 claims covering 6,182 hectares of rolling upland terrain 30 km southwest of the town of Merritt, British Columbia. Access to the property is primarily by a Bell 206 helicopter based out of Merritt. Although the areas where most of the exploration is focused are not road accessible, future road access could be facilitated from gravel forestry roads that circle the property.

Previous work on the Gillis property was limited to reconnaissance stream sediment and soil geochemical surveys carried out by Almaden Minerals Ltd. in 2005 and 2006 focused on follow up of regional stream sediment geochemical gold anomalies in 2005-2006. This work had identified anomalous gold-in-silt geochemistry in a number of drainages and very limited follow-up defined anomalous gold soil geochemistry with a few rock samples returning weakly anomalous gold values.

The Corporation signed an option agreement to earn a 100% interest in the Gillis property, subject to a 2% NSR, 1.5% of which can be purchased for $1.5 million. The Corporation is to make cash payments of 2.5% of mineral exploration expenditures and:

$15,000 within 10 days of the execution of the agreement (paid)

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$25,000 on or before September 5, 2009 (paid)

$50,000 on or before September 5, 2010 (paid)

$75,000 on or before September 5, 2011.

fund exploration expenditures of:

not less than $75,000 on or before September 5, 2009 (completed)

an aggregate $125,000 on or before September 5, 2010 (completed)

an aggregate $200,000 on or before September 5, 2011

an aggregate $300,000 on or before September 5, 2012

issue 217,500 common shares to the vendors within 10 days of announcement of NI 43-101 compliant gold resource of 500,000 oz.

During October 2008, Rimfire Minerals Corporation carried out a mapping, prospecting, and geochemical sampling program on the Gillis property. The sampling work was contracted to RIO Minerals Ltd. who completed 80 kilometers of soil lines, collecting a total of 1712 soil samples. A total of 64 rock samples were taken during prospecting and mapping which focused on previously defined soil and silt anomalies in the western and central portions of the property. Prospecting led to the discovery of three showings that have anomalous values of gold and silver in combination with other pathfinder elements.

Effective August 30, 2010, the Corporation signed an option agreement with CVC Cayman Ventures Corp. under which Cayman can acquire up to 51% interest in the property by incurring exploration expenditures of $2,000,000 and payments totaling $155,000 over four years and issuing 250,000 Cayman shares. Cayman can acquire up to 60% interest in the property by incurring an additional $1,000,000 on the project within 5 years of the effective date.

Cayman is planning a $200,000 trenching program for the summer of 2011.

Grizzly & RDN Properties, Liard Mining Division, BC

The RDN/Grizzly Property is located in the Liard Mining Division of British Columbia approximately 120 kilometers northwest of Stewart, British Columbia and 50 kilometers north of the Eskay Creek Mine. The RDN property is comprised of 14 claims, covering approximately 8,576 hectares while the contiguous Grizzly property is comprised of 8 claims covering 2,652 hectares.

Regional exploration in the area was conducted by several mining companies from the 1960's to the early 1980's, which resulted in the discovery of porphyry and vein style mineralization at the nearby Snip, Johnny Mountain and Sulphurets areas. In 1989, Noranda Exploration Company carried out a program of sampling and conducted airborne magnetic and aeromagnetic surveys over the property. They continued the exploration with geochemical and geophysical surveys and a 15 hole diamond drilling program in 1990 followed by expanded geophysical surveys and the drilling of an additional 15 diamond drill holes in 1991. Pathfinder Resources Limited carried out work programs which included soil sampling, geological mapping, prospecting, and geophysical surveying between 1994 and 1996. Rimfire Minerals Corporation purchased the property in 1997, subject to 1.34% NSR, one-half of which may be bought for $666,666. On December 14, 2005, Rimfire Minerals Corporation purchased 100% of the LL property, which is contiguous with the RDN, for $30,000 cash with a net smelter return royalty of 2%. This royalty can be purchased at any time for $2,000,000. In 1999, Rimfire Minerals performed a surface exploration program followed by a 574 meter, 9 hole drill program testing targets at the Marcasite Gossan, Jungle and Main Zones. In 2000 Newmont Canada Limited (“Newmont”) optioned the property and carried out a 27 kilometer UTEM geophysical survey later that year. In 2002 Newmont completed a 13 hole program

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totaling 2,256 meters, in the Wedge Zone, Sand Lake, Marcasite Gossan and Boundary Zones. In late 2002 Newmont dropped their option and by 2003 Barrick Gold Corporation (“Barrick”) optioned the property and carried out a program of mapping, prospecting and contour soil sampling focused on areas underlain by rhyolitic volcanics including the Arctic Grid and Boundary Zone. During 2002 Barrick completed a 9 hole 1,125 meter drill program testing targets at the Jungle and Carcass Valley areas.

The Corporation signed an option agreement and subsequent amendments with Northgate Minerals Corporation (“Northgate”) which provides that Northgate can earn a 51% interest in the RDN Property on completion of the following:

Fund exploration expenditures of:

not less than an aggregate of $3,000,000 on or before December 31, 2006(as revised December 2, 2005) (completed)

not less than an aggregate of $5,000,000 (requirement suspended on February 21, 2007 until a later date, to be mutually agreed upon)

Cash payments of:

an aggregate of $125,000 on or before March 1, 2006 (received)

$75,000 (requirement suspended on February 21, 2007 until a later date, to be mutually agreed upon)

The Corporation will be project operator until Northgate has earned its 51% interest. Northgate may earn an additional 9% by completing a feasibility study and funding all expenditures up to completion of the feasibility study.

The Corporation signed an amendment suspending the terms of the option agreement with Northgate until such time as road access to the RDN property is constructed. The Teck /Novagold partnership developing the Galore Creek deposit is constructing this road to access their project. Much of the road has been completed, but construction has been suspended until such time that a decision to continue the mine construction is made by Teck. Some of the RDN claims were split into a separate property to be referred to as the Grizzly Property. The Grizzly Property is owned 100% by the Corporation subject to the underlying NSR.

During 2004, Northgate completed 2,499 meters of drilling in nine holes. Several precious-metal bearing intervals were intersected; however, these are interpreted as veins and breccias that are unlikely to have economic significance. During 2005, six drillholes were completed for a total of 1,470 meters in two target areas: the Blind Fault and Arctic Grid. Continuous surface channel sampling in the Blind Fault area returned 24.7 meters averaging 24.9 grams/tonne silver, which were largely duplicated in the subsequent drill holes. Drilling at the Arctic Grid target intersected stratigraphy equivalent in age and geological setting to that hosting the Eskay Creek deposit. During 2006, an airborne geophysical survey was conducted over the Arctic Grid and LL areas of the property, and a four hole (1350 meter) drill program on the Arctic Grid target successfully tested the Eskay Creek time equivalent mudstone – rhyolite contact, but failed to intersect significant mineralization.

In 2008, Inmet Mining Corporation conducted a two-phase exploration program on the Grizzly property investigating porphyry-style mineralization exposed in a hand trench where a continuous chip sample returned 38 meters grading 1.09 grams/tonne gold and 0.74% copper.. The first phase program consisted of geological mapping, rock sampling, a soil geochemical survey and a 32 line-kilometer IP geophysical survey. The second phase of the program consisted of 2,128 meters of diamond drilling from 11 holes. Results from the drill program failed to intersect mineralization similar in grade to that sampled in the hand trench. Inmet later dropped their option on the property and no exploration program has been planned for 2011. The Corporation intends to seek joint venture partners for some or all of the claims.

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Kizmet Property, Atlin Mining Division, BC

The Kizmet property consisting of four claims (4,292 hectares) is located in northwest British Columbia approximately 90 kilometers south of Atlin, British Columbia. The main target of exploration on this property is epithermal gold-copper-silver-lead-zinc vein and breccia mineralization analogous to that found on the Corporation’s Thorn property to the south. It is believed that the epithermal mineralization in the district is strongly linked to a newly recognized suite of Cretaceous aged volcanic and plutonic rocks informally referred to as the Windy Table Suite that are formed on a basement of Triassic and Jurassic Stikine-Terrane sedimentary and volcanic rocks.. The Kizmet property was a joint venture with Barrick Gold Corporation (“Barrick”). Rimfire Minerals contributed claims totaling 27,939 hectares to the joint venture while Barrick contributed claims covering an area of 67,865 hectares. In November 2006, Barrick gave notice of termination of the joint venture. The claims have reverted to 100% ownership by the Corporation, subject to a 1% NSR in favour of RGLD Gold Canada, Inc.

A regional sampling, prospecting and mapping program was conducted by the Corporation during the late summer of 2004. Geological mapping and age-dating identified a Cretaceous-aged belt of volcanic and associated intrusive rocks distinct in age with coincident strong gold-silver-arsenic geochemical signature and local occurrences of precious metal-rich base metal veins, a zone of precious metal-rich silicified sedimentary rock, iron-zinc skarn and sedimentary-hosted gold-bearing disseminated sulphides. During the summer of 2005, Barrick conducted a prospecting, mapping and stream sediment sampling program that identified several anomalous areas. A technical report has not been filed on the Kizmet Project.

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The Corporation has retained the core group of claims and permitted the outlying claims to lapse. Effective June 3, 2010, the Corporation optioned the Kizmet property to Brixton Metals Corporation as part of the Thorn option agreement.

Kliyul Property, Omineca Mining Division, BC

Kliyul is a gold-copper porphyry project located in the Omineca Mining Division of British Columbia, approximately 115 kilometres north of Takla Landing. The Corproation has completed three separate purchase agreements to acquire the property interests of Rio Tinto Exploration Canada Inc. (as to 45%), First Majestic Silver Corp. (as to 30%) and Daylight Energy Ltd (as to 25%) in the Kliyul Cu-Au porphyry project. Additionally, the project was expanded with the purchase of mineral claims held by Northwest Enterprises Inc. (August 10, 2010), Scott-Martindale (January 22, 2011), Davis (February 23, 2011) and Walker-Javorsky (April 11, 2011) These transactions result in the Corporation owning a 100% interest in the 5,752 hectare property, subject to a 1.5% NSR in favour of Rio Tinto. Total consideration of $115,488 was paid. In September, a short program was undertaken consisting of examination and the re-logging of historical drill core.

A program of IP geophysics and diamond drilling program of up to 6-8 holes is currently being planned for 2011.

Poker Creek, Liard Mining Division

The Poker Creek property, consisting of 6 claims (2,516 hectares), is located approximately 16 kilometers west of the town of Telegraph Creek. The Property and surrounding area are underlain by mid-Paleozoic and Mesozoic island arc successions belonging to Stikinia, which have been intruded by numerous igneous bodies of Triassic and Jurassic age. The claims were staked to cover potential copper gold porphyry mineralization.

During the period 1989-1991, four short duration reconnaissance prospecting, geochemical and mapping surveys were conducted over what is now the Poker Creek property by two different operators. Work defined Triassic sediments and volcanics of the Stuhini Group intruded by a variety of equigranular to porphyritic intrusions. Work was focused on both porphyry potential and gold-bearing mesothermal vein mineralization. Local areas of mineralization were noted and consist of weakly developed quartz-carbonate gold-silver and base metal-bearing veins with a sometime inferred spatial relation to porphyritic dykes and sills. Some moderately gold and copper anomalous silt sample results were obtained.

In August 2008, Rimfire carried out a helicopter supported seven day reconnaissance program of soil sampling, prospecting and geological mapping on the claims. Two soil lines returned highly anomalous results in copper and to a lesser extent gold over a roughly 1 by 1 kilometer area. Adjacent silt sample results indicate an area in excess of three kilometers east to west that is highly anomalous in both copper and gold. The metal signature and local geology of the area indicate potential for porphyry copper-gold-style mineralization.

No exploration program has been planned for 2011. The Corporation intends to seek joint venture partners for some or all of the claims.

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Quesnel Trough Project, Cariboo Mining Division, BC

A total of six properties, covering 19,064 hectares, comprise the Quesnel Trough project and are located from 15 kilometers south of Prince George to 40 kilometers north of Fort St. James. The Corporation owns 100% of these claims. The project is targeting possible porphyry copper–gold mineralization based on regional geophysical anomalies. An approximately 2000 line-kilometer helicopter airborne magnetics survey was completed during November 2007.

During 2008, Rimfire completed surface reconnaissance programs over all seven target areas. Alteration consistent with porphyry copper – gold mineralization systems was encountered on three targets including anomalous copper geochemistry in rocks on two of these targets and anomalous copper and gold geochemistry in soil samples from one target area. The remaining geophysical targets all occur beneath till or young basalt cover.

Xstrata Canada Corporation (“Xstrata”) signed an option agreement to explore the Quesnel Trough properties. The terms of the agreement grant Xstrata the option to earn a 51% interest in the property by completing a preliminary assessment and spending $3,000,000 by December 31, 2013. In addition, Xstrata must spend no less than $250,000 in each calendar year commencing in 2010. Xstrata may earn an additional 24% (total 75%) by completing a feasibility study and incurring no less than $20 million in feasibility study expenditures which must be completed within the Bump-up period which ends on the tenth anniversary of Xstrata earning its 51% interest.

Xstrata completed MMI (mobile metal ion) soil geochemical surveys on the properties in 2009. This method applies an ultra-sensitive sampling and analytical technique designed to detect mineralization concealed by post-mineral cover sediments such as glacial till. The surveys did create some moderate contrast anomalies that were followed up by tighter spaced sampling. In 2010, a 4 hole program of diamond drilling totaling 245 m tested targets on 3 of the claim groups. Xstrata employed a small scale self-propelled drill rig with the intent of testing bedrock to a very shallow depth beneath the glacial till cover. Results included traces of copper mineralization as well as some porphyry style alteration. Xstrata plans to continue the shallow drilling program in 2011. Xstrata will act as operator and fund the exploration programs.

Redton Property, Omineca Mining Division, BC

The Redton Property is comprised of a total of 159 mining claims and covers 70,288 hectares. It is located approximately 140 kilometers northwest of Fort St. James, British Columbia. The property contains three porphyry copper prospects. The project adjoins the Kwanika property and is within 1,500 metres of the recent discovery made by Serengeti Resources Inc. on the Kwanika property. Kiska has earned an 85% interest, subject to underlying royalties, in the project by spending in excess of $4.75 million. Redton Resources Inc. holds the other 15% interest.

During 2008, the Corporation drilled a total of eight diamond drill holes totaling 2,996 metres with all eight holes intersecting visible molybdenite (MoS₂) mineralization. Results from the drilling confirm a mineralized envelope of at least 440 metres by 475 metres which extends from surface to depths of at least 418 metres and is open in all directions.

An exploration program of reconnaissance geology and geochemistry is planned for the greater claim group with the potential for a drill program on the falcon prospect contingent on results of the early seasons work in 2011.

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Thorn Property, Atlin Mining Division, BC

The property consists of 18 mineral claims (14,562 hectares) and is located in the Atlin Mining Division, approximately 120 kilometers northwest of Telegraph Creek. The earliest known work on the Thorn property was carried out by Kennco Explorations (Western) Limited in 1959 during a regional exploration program, followed by three years of seasonal exploration from 1963-65.

In 1983, Inland Recovery Group Ltd. acquired the Thorn property and carried out mapping, soil sampling and VLF-EM surveying near the junction of Camp and La Jaune creeks. In 1986, Inland Recovery and American Reserve Mining Corp. drilled eight holes (688 meters).

The corporation was granted an option to acquire a 100% interest in the Thorn property (four claims) from Kohima Pacific Gold Corp. The Corporation exercised the option by making staged cash payments of $230,000 by March 2, 2005, issuing a total of 200,000 shares by March 1, 2003 and incurring exploration expenditures of $50,000 by March 1, 2001. The Corporation subsequently expanded the claim holdings, but lying within the Kohima area of interest covered by that agreement. Kohima has retained a 3.5% net smelter return royalty, of which the Corporation can purchase a 57% interest (being 2% of the 3.5% interest) for $3 million. In addition to the above, the Corporation will issue 174,000 common shares to Kohima upon the commencement of commercial mining operations on the Thorn property.

The corporation signed an option agreement with Cangold Limited, formerly First Au Strategies Corporation (“Cangold”) under which Cangold could earrn a 51% interest in the property by making staged cash payments totaling $190,000, issuing a total of 250,000 shares to the Corporation and by incurring exploration expenditures of $1.2 million. Effective April 11, 2008, Rimfire signed a purchase agreement to acquire Cangold’s interest in the property by making a cash payment of $100,000 and issuing 100,000 shares. In the event a third party partner becomes involved in the exploration and development of the property, the Corporation will pay to Cangold 25% of any cash or share payments received from the third party partner.

Exploration on the Thorn property is directed at two deposit types: (1) high-sulphidation epithermal mineralization of the El Indio/Lepanto style; and (2) breccia – hosted silver-gold-lead-zinc mineralization discovered in the Oban Zone in 2002. A number of pyrite+enargite+tetrahedrite+quartz veins are hosted by sericitized and argillized feldspar-quartz-biotite porphyry of the Thorn Stock over an area of 1,400 x 2,000 meters. A strong structural control is evident for the veining, much of which trends 070° and dips steeply.

A seven-hole, 498 meter drill program conducted on behalf of Cangold tested three showings over a 1.2 kilometer trend in 2002. Three shallow holes were collared at the Oban Breccia to test surface mineralization. All three holes intersected weakly mineralized breccia. A total of four holes were drilled to test the I Zone and Tamdhu Zone. All four holes intersected the target structures, confirming the continuity of vein mineralization.

In 2003, work focused on trenching within the Oban soil geochemical anomaly and drill-testing the Oban breccia pipe. 841 meters of trenching exposed approximately 10% outcrop consisting of weakly mineralized breccia pipe. Eight diamond drill holes totaling 876 meters were completed. Four holes intersected significant zones of fine-grained mineralization occurring as matrix infill between breccia clasts. The high grade intersections define a steeply northwest-dipping mineralized zone with an apparent width of 14-26 meters. Generally lower-grade zones (12-25 meter apparent width) flank this mineralized core.

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In 2004, an IP geophysical survey demonstrated a significant correlation between the IP geophysics and known silver-gold mineralization but also identified several new targets in areas of no outcrop. Later in the year, a drill program was completed consisting of 1810 meters in 12 holes targeting the Oban Breccia Zone, massive sulphide veins in the Camp Creek Structural Corridor and IP geophysical anomalies. Drill hole THN04-29 tested part of a 500 meter long IP anomaly and intersected 56.1 meters of 1.27 grams per tonne gold, 16.7 grams per tonne silver and 0.19% copper in a new zone dubbed the Talisker Zone. Prospecting prior to the commencement of the drill program resulted in the discovery of a quartz-barite boulder assaying 265 grams per tonne (7.7 ounces/ton) gold two kilometers north of the Camp Creek Structural Corridor in an area of the property that has not seen previous work.

Highlights of the 2005 exploration program included 17.4 kilometers of IP geophysical surveying and 655.8 meters of drilling in five holes. The 2005 IP helped to further outline and define the Talisker Zone, and located two new anomalies further north. Geological mapping and rock sampling during 2005 focused on the margins of the Thorn Stock and the overlying Windy Table Formation volcanic units as recent age dating of these rocks revealed that they may be affected by mineralizing events at the Thorn.

Two holes were drilled at the Talisker Zone, which was extended over a strike length of at least 200 meters with intercepts in both 2005 step out holes. Two holes, which tested the new IP target at the Cutty Sark anomaly, intersected the first occurrences of lithologically controlled alteration on the property. One hole tested the far eastern extent of the Balvenie Zone, another vein system parallel to the Talisker Zone. A technical report was filed on SEDAR on May 12, 2006. Cangold Limited was operator for this project and no work was completed on the project during 2006, 2007, or 2008.

In 2009, the Corporation undertook a re-interpretation of all the geophysical data for Thorn including three dimensional inversion processing. The resulting products have enabled the Corporation to better target mineralization under cover rocks for future exploration programs.

Effective June 3, 2010, the Corporation optioned the property to Brixton Metals Corporation whereby Brixton can earn a 51% interest in the property by making cash payments totaling $200,000 (including $25,000 on signing (received 75% - $18,750), and $50,000 in 2010 (received 75% - $37,500)) and issuing a total of 400,000 common shares (of which 100,000 have been issued – the Corproation has received 75,000 shares, or 75%) on or before December 12, 2013. One-quarter of the payments will be made to Cangold Limited as part of the underlying agreement. Work requirements include a minimum of $1,000,000 in expenditures before the first anniversary and an additional $4,000,000 before December 12, 2014. After earning a 51% interest, Brixton may elect to increase its interest from 51% to 65% by spending an additional $10,000,000 in property expenditures within three years of this election. The option agreement was amended November 9, 2010 whereby Brixton could now earn the initial 51% by spending $200,000 by December 12, 2011 and $4.8 million in exploration expenditures by December 12, 2014. A minimum exploration expenditure of $1,500,000 is required in the second year and $750,000 per year thereafter. Under the amendment, Brixton is required to spend $1,200,000 by December 31, 2011 or deposit to a third party by the same date of not less than $1,000,000 to be incurred as exploration expenditures the following year.

In late 2010, Brixton completed helicopter-borne geophysics which consisted of 467 line-kilometres of Versatile Time Domain Electromagnetic (“VTEM”) and magnetic surveying designed to cover the portion of the Windy Table volcanic rocks on the property which had not previously been surveyed. The Camp Creek and Talisker high-sulphidation alteration/veining corridors are marked by broad conductive zones. Another, previously unrecognized, broad conductive zone is located approximately 2,000 metres northwest of the Talisker corridor and parallel to it. It is thought to represent another high sulphidation

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alteration/veining corridor within the Thorn Stock below its nonconformity with the Windy Table volcanic rocks and will be a future drill target.

Brixton is formulating plans to conduct a $1,000,000 drill program in the summer of 2011.

Tide Property, Skeena Mining Division, BC

The Tide Property, consists of four claims covering 2,964 hectares and is located approximately 36 kilometers north of Stewart, British Columbia The Tide property covers a group of precious metal-bearing polymetallic mineral occurrences in the Stewart area of northwestern British Columbia. They were discovered in the 1980’s through follow-up of highly anomalous silt and soil geochemistry.

The first recorded work on the Tide property was done by Northair Mines Ltd., who carried out extensive silt and soil sampling from 1980 to 1986, discovering and blast-trenching several gold-bearing showings, and drilling 455 meters in two holes. Austral Pacific Gold Corporation and Claimstaker Resources Ltd. optioned the Tide property from 1988 to 1990, carrying out extensive mapping and ground geophysical surveys. Claimstaker drilled four holes totaling 120 meters in 1990, but three were abandoned in overburden. The Northair claims were allowed to lapse in 1993 and were re-staked by Hemlo Gold Mines Inc. (now Newmont Canada Limited) as the Bow-1 to -4 and Arrow claims, which constitute most of the current Tide property. In 1994, Hemlo carried out property-wide mapping and took soil samples on reconnaissance contour and ridge/spur lines.

Rimfire Minerals Corporation purchased the Tide property from Newmont Canada Limited for a total cash expenditure of $10 with an underlying 1.5% NSR in the event the property becomes commercially feasible to mine. This NSR has been transferred to Franco-Nevada Corporation.

On October 28, 2002, and amended on July 25, 2003, October 20, 2003 and November 20, 2003, Rimfire granted Plutonic Capital Corp. (“Plutonic”) an option to earn a 51% interest in the property on completion of a combination of cash and share payments and exploration expenditures. In consideration of the second extension, dated October 20, 2003, Plutonic issued an additional 100,000 common shares to Rimfire. In an option amendment agreement dated November 20, 2003, Plutonic assigned the agreement to Serengeti Resources Inc. (“Serengeti”). As compensation for this amendment, Serengeti issued 100,000 shares to Rimfire. Effective October 27, 2006, this agreement was assigned to American Creek Resources Ltd. (“American Creek”). Upon exercise of the option, Serengeti retains a 1% NSR upon the 51% interest earned by American Creek. American Creek has earned their 51% interest in the property: On February 8, 2007, Rimfire signed a letter of agreement with American Creek for a second option whereby American Creek can earn an additional 9% interest by funding a further $3.5 million in exploration on or before December 31, 2010. Their interest can be increased to 65% interest by funding a bankable feasibility study, and, at the Corporation’s election, to 70% interest by providing 100% of the initial project development financing. American Creek is operator for the project. At the date of this document, American Creek has not spent the required $3.5 million in exploration and, hence, the Company continues to carry its 49% interest.

In 2004, Serengeti conducted two phases of exploration: an early summer program of geological mapping, prospecting and soil geochemical sampling infilling areas with poor sample coverage followed by a fall program of diamond drilling consisting of four holes totaling 598 meters and further prospecting. Significant gold mineralization was intersected at the 36 Zone. This intersection is significant in that it tested a soil geochemical anomaly measuring 450 x 350 meters of greater than 0.5-gram per tonne gold that remains open in all directions. The hole was collared in the middle of the soil anomaly which is reflected in the mineralization found throughout its entire length. Prospecting work undertaken in

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conjunction with the drilling resulted in the discovery of a high grade vein structure, coined the 52 Zone, in the northeast corner of the property.

An airborne magnetics and electromagnetics geophysical survey was flown over the property in the spring of 2005 to aid in drill targeting and identifying structural trends on the property. The primary focus of the 2005 drilling was to follow up the 2004 drilling discovery of gold mineralization. Eight holes totaling 967 meters were drilled, four targeting the 36 Zone and four targeting the 52 Zone. The holes in the 36 Zone had mineralized intervals which extended the zone to the northeast, southwest and in depth. Infill soil geochemical sampling between the 36 Zone and the South Pit soil anomalies to the south showed that the two anomalies are continuous as defined by gold values in excess of 500 ppb (0.5 grams per tonne) gold. This gold-arsenic+/-antimony anomaly is now approximately 500 meters by 2,100 meters in size, with diamond drilling having tested an area of 170 by 350 meters. Prospecting and trenching were completed at the 52 Zone. The diamond drilling, combined with the surface results, has shown mineralization in this zone to be highly variable in nature.

Exploration on the Tide property continued with a geological mapping, fracture density surveying and channel sampling program completed in September, 2006. In 2007, American Creek conducted an exploration program consisting of 1,835 meters of diamond drilling in eight holes to test extensions to the 36 Zone and other bulk tonnage gold targets within the Crest soil anomaly. In addition to drilling, crews completed 318 meters of surface channel sampling (121 samples) and detailed geological mapping on selected drill sections and between drill holes to sample east-west trending mineralized fractures that are the dominant gold-bearing host. Every hole drilled in the 2007 program returned anomalous gold values over large widths. A technical report was filed on SEDAR on April 30, 2008. There have been no material changes since that date. No work was completed on the Tide during 2008, 2009 or 2010 and as such American Creek’s project interest is crystallized at 51%. The operator, American Creek, has not proposed a program for 2011.

Wernecke Breccia, Mayo Mining District, Yukon

The Wernecke Breccia properties, consisting of 1,835 claims, are situated in the Wernecke Mountains, approximately 180 kilometers northeast of Mayo in east-central Yukon Territory. Access to the property is via fixed wing aircraft to Copper Point airstrip and then by helicopter to the property. In January 2006, Rimfire Minerals Corporation signed an agreement with Fronteer Development Group Inc. (“Fronteer”) to acquire 700 mineral claims and a proprietary geoscience dataset covering the Wernecke Breccia property from Newmont Exploration Canada Limited (“Newmont”) and NVI Mining Ltd., a subsidiary of Breakwater Resources Ltd. (“NVI”).

Fronteer has completed the required $2 million in exploration expenditures. Newmont and NVI retain a total 2% NSR. There is a 7.5% to 15% Net Profits Interest payable to the underlying vendors. Fronteer is operator of the project and has funded 100% of the exploration costs to earn an 80% interest, with Rimfire earning the remaining 20% interest. Effective November 15, 2006, a Joint Venture was formed between Fronteer and Rimfire Minerals Corporation, and ongoing exploration expenses were shared pro-rata subject to dilution for non participation. Should either party’s interest fall below 5%, their interest will be converted to a 3% Net Profits Interest after payback of capital and elimination of the vendor’s Net Profits Interest. This interest was sold to Franco-Nevada Corporation.

The Wernecke Breccias have been explored for copper, uranium and gold in the 1960’s, 1970’s, and 1980’s. However, as iron oxide copper-gold (IOCG) deposits are relatively recently described, early exploration was not able to take advantage of this model. In the mid 1990’s, Newmont Exploration Limited made a strong effort to advance the exploration of the Wernecke Breccias for their gold and

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copper potential, spending a total of U.S.$5.5 million on more than 20 properties. Newmont flew a regional airborne magnetic and radiometric survey and conducted extensive geochemical sampling and geological mapping prior to drilling twelve prospects for a total of 14,600 meters.

During 2006, Fronteer completed a $2.8 million exploration program comprised of prospecting, geological mapping, geochemical sampling and a 9,750-line-kilometer airborne gravity geophysical survey. Survey data was combined with surface geochemistry results and proprietary magnetic and radiometric data obtained from Newmont Exploration of Canada Ltd. to select drill targets for 2007 programs. Through the course of the 2006 program, Fronteer evaluated 48 target areas for their potential to host Olympic Dam-style copper-gold-uranium and stand-alone uranium deposits. Surface sample results have been compiled for two target areas; the Thunder Mountain property and Fireweed prospect.

The Thunder Mountain property is a new gold-uranium-copper anomaly. A total of 25 samples were taken over an area of approximately 400 by 550 meters. Copper-bearing breccia was also noted nearby. The Fireweed prospect is a new uranium prospect where 93 boulders of iron oxide-potassium feldspar-silica altered chlorite schist were collected over a 200 by 400 meter area and averaged 0.22% U3O8. Twenty-two samples assayed in excess of 0.14% U3O8.

Fronteer commenced a $6 million exploration program early in 2007. A series of high priority drill targets designed to test iron-oxide-copper-gold systems +/- uranium and stand alone uranium targets were identified, all of which are characterized by coincident geophysical, geological and geochemical anomalies. Many of these targets were newly defined in 2006, while some are historical targets that remain open for expansion and have been reinterpreted in light of new data. A total of 3,150 soil samples, 112 silt samples, and 906 rock samples were collected amongst the various target areas. A total of 6,538 meters in 28 holes were drilled.

The most encouraging results from the 2007 drilling have been returned from the Hoover Zone. New results, combined with nine historical drill holes completed in the mid-1990’s, indicate the Hoover Zone mineralization has the potential to expand along strike to the north and south as well as down dip. Mineralization has been intersected in 11 widely spaced holes and over approximately 500 meters of strike length. At the Pagisteel prospect the only hole drilled returned a 6.1 meter interval of 2.57% copper and 0.97 grams per tonne gold. The Pagisteel prospect is characterized by a 4-kilometers long trend of anomalous gold and copper soil and rock geochemistry that is largely covered with overburden. A technical report was filed on SEDAR on April 29, 2008. There have been no material changes since that date.

No work was completed during 2009 and 2010 nor is any work planned for 2011. On April 6, 2011, Newmont Mining Corporation acquired Fronteer and transferring Fronteer’s 80% interest to Newmont Canada Holdings ULC.

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Williams Property, Liard Mining Division, BC

The Williams property consists of 21 claims covering 10,727 hectares of mountainous terrain in north-central British Columbia, 330 kilometers north of Smithers. The two main prospects (T-Bill and GIC) on the Williams property were independently discovered in the early 1980’s by Cominco and Du Pont, following up highly anomalous stream geochemistry. These companies joined forces to drill a total of 3,023 meters on the T-Bill prospect in 1983 and 1984 before allowing the property to lie dormant. On May 17, 2001 Rimfire Minerals Corporation acquired a 100% interest in the property, subject to a 1.25% NSR. Rimfire has earned the interest by paying the property vendors an aggregate $57,500 and issuing to the property vendors an aggregate 125,000 common shares. The Corporation will issue an additional 43,500 shares upon commencement of commercial production from the property. The Corporation can purchase 0.75% of the net smelter return for $1,000,000. Commencing in December 2005, an advance royalty payment of $5,000 per year is required to maintain the option agreement in good standing. All advance royalty payments have been made.

Stikine Gold Corporation, during their tenure as optionor, staked an additional 6 claims, surrounding the original claim block to be included in the agreement. Rimfire also staked additional claims based on results of field work.

The Williams property hosts two main styles of alteration and gold-bearing mineralization; orogenic gold and arsenic-bearing veins and disseminations (T-Bill prospect); and porphyry-style copper, gold and molybdenum (GIC prospect). Previous drilling attempted to evaluate the T-Bill mineralization, however, that work was unsuccessful in determining with any certainty the orientation of the veins and associated alteration. In 2003, WG03-10 targeted the T-Bill prospect and intersected 6.92 meters of mineralization plus three other quartz vein zones with visible gold. An oriented core system was employed during the drilling suggesting a northwest – southeast trend to these high grade veins.

An initial program of prospecting, silt and soil geochemistry and core re-examination and sampling was carried out in July 2001. Reconnaissance soil samples were collected along contour or compass lines in areas where previous soil geochemical anomalies had not been closed off, and where gold-bearing silt samples had never been followed up. Core from the 1984 diamond drilling, stored at the 2001 campsite, was examined and 14 previously unsampled sections were split for analysis.

Stikine carried out a 3-D Induced Polarization (IP) geophysical survey in September 2002. The survey defined a large chargeability anomaly, measuring 400 by 300 meters, immediately north of the area tested by the previous drilling. This anomaly is also coincident with a broad 700 by 1,000 meters resistivity anomaly. Contour soil samples from the northwest portion of the chargeability/resistivity anomaly are highly anomalous in gold for over 800 meters. In 2003, Stikine conducted an 11-hole (2,855 meter) drill program targeting the resistivity anomaly, returning only anomalous gold values. One hole, WG03-10, targeted the T-Bill prospect and intersected high grade vein mineralization.

The 2005 exploration program focused on the GIC prospect. Mapping, prospecting, and soil sampling followed by geophysical surveys outlined a compelling new copper-gold porphyry target. IP surveys at the GIC prospect identified a strong 600 by 1,800 meter chargeability high anomaly coincident with and adjacent to known gold and copper mineralization. A 500 x 1,400 meter, east-west trending copper soil geochemical anomaly, enclosing two discrete 300 x 500 to 750 meter gold soil anomalies lies to the north, partially overlapping the northern edge of the GIC chargeability anomaly. The rest of the geophysical anomaly is masked by glacial till except for an isolated outcrop where a chip sample returned 0.22 % copper and 0.22 grams per tonne gold over 3.73 meters. Several gossans lie within the soil anomaly.

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During 2006, Arcus conducted a five-hole (881 meter) program of diamond drilling. The program confirmed that alteration mineralogy and mineralization consistent with porphyry-style hydrothermal systems is present at the GIC. All holes intersected anomalous gold, copper and molybdenum concentrations over broad intervals. Drilling mainly targeted the till-covered southern flank and core of the IP chargeability, which drilling has shown to be a result of strong pyrite mineralization. An exploration program consisting of reconnaissance mapping, soil and stream sediment sampling was conducted during August and September 2007. Work covering unexplored jarosite gossans east of the GIC area drilled in 2006, led to the identification of the LN Anomaly, a 450 by 900 meter molybdenum, copper+/-gold-in-soil anomaly. The anomaly, which remains open to the east, is coincident with an airborne magnetic high.

The focus of the 2007 program at the T-Bill was to confirm the orientation of quartz-carbonate-arsenopyrite veins in order to refine targets for subsequent drilling. This program included hand trenching in select areas to expose veining that previous workers had intersected in drilling. Hand trenching of the T-Bill veining confirmed management’s interpretation that the vein swarm is steeply dipping with a northwest/southeast strike. A technical report was filed on SEDAR on February 27, 2007. No material changes have occurred since the report was filed.

No exploration program is planned for the Williams property in 2011. The Corporation is seeking joint venture partners to continue exploration on the property.

Goodpaster Properties, Goodpaster Mining District, Alaska

The Corporation holds an interest in four mineral exploration properties in the Goodpaster Mining District of Alaska, through its wholly-owned subsidiary, Rimfire Alaska, Ltd. (“Rimfire Alaska”). The Corporation currently owns 100% of the Bou-Swede, California-Surf, Eagle-Hawk, and ER-Ogo-Fire Properties. These properties lie within east-central Alaska, 65 kilometers northeast of Delta Junction.

In 1998, Rimfire Alaska completed a comprehensive compilation of all publicly available data for a large area in east central Alaska, creating an exploration model to identify plutonic-related gold targets. This model provided a basis for the systematic definition and priority ranking of specific geological and geophysical targets in the area. Rimfire Alaska then staked or acquired from arms-length third parties interests in over 1,600 mining claims in the Goodpaster Mining District (the “Goodpaster Properties”). Rimfire Alaska staked additional claims in August 2003 and March 2004. Property agreements have been amended to include 37 claims staked by AngloGold Ashanti (U.S.A.) Exploration (“AngloGold”). Late in 2005, data from previous programs and newly published government surveys was re-interpreted and new targets defined. Subsequently, Rimfire Alaska staked additional claims. The Corporation now has an interest in 1,416 claims totaling 223,080 acres (90,279 hectares)

Rimfire Alaska signed an option agreement with Evanachan Limited, which was subsequently assigned to Rubicon Minerals Corporation (“Rubicon”) to earn a 60% interest in the Alaska properties. The terms of the agreement provide that Rubicon will fund exploration expenditures of:

USD$750,000 on or before November 27, 2007 (completed)

an aggregate of USD$1,500,000 on or before November 27, 2008 (completed)

an aggregate of USD$2,250,000 o on or before November 27, 2009 (completed)

an aggregate of USD$3,000,000 on or before November 27, 2010

an aggregate of USD$3,800,000 on or before November 27, 2011; and

an aggregate of USD$4,800,000 on or before November 27, 2012

Upon vesting, Rubicon may obtain a further 10% interest in the properties by completing a feasibility

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study, and at the Corporation’s election, may obtain an additional 5% interest (for a total of 75%) by providing a project financing loan to be repaid from the Corporation’s free cash flow upon production.

On March 30, 2011, Rubicon terminated their option earning no interest in the project. The Corporation is seeking joint venture partners to continue exploration on the property.

A technical report was filed on SEDAR on May 7, 2008.

California-Surf

The Corporation, through Rimfire Alaska held a 30% joint venture interest in these properties. The joint venture partner, Western Keltic Mines Alaska Inc. (“Western Keltic”), held the remaining 70% interest in the properties.

In August 2003, Western Keltic sold its 70% interest in these claims to Rimfire Alaska, subject to a 1.75% NSR (of which 1% may be bought for $1,000,000), for the following payments (all payments in Canadian currency): Western Keltic’s interest in the property has been acquired by Capstone Mining Corporation.

$25,000, or 50,000 common shares at the election of the Corporation, upon completion of $1,500,000 exploration expenditures subsequent to the agreement, (completed)

$50,000, or 43,500 common shares at the election of the Corporation, upon completion of an aggregate $3,000,000 exploration expenditures subsequent to the agreement,

87,000 shares upon obtaining a positive feasibility study for placing any part of the property into commercial production.

An exploration, development and mine operating agreement, dated June 22, 2004 was signed with AngloGold which was terminated in November 2004. During this period, AngloGold completed a program of soil sampling along the anomalous portions of lines sampled in 1999 and 2000 to verify previously defined anomalies. Very little sampling was done beyond the areas of previous work.

Rimfire Alaska’s 2006 field program investigated the claims staked in 2005 as well as high priority targets generated in previous programs. A total of 243 silt, 1,403 soil and 158 rock samples were collected. The 2007 exploration program initially consisted of 4 holes drilled on the California-Surf group for a total of 957 meters. A combination of grid and reconnaissance mapping, prospecting and soil sampling was carried out on the California-Surf property. Results obtained in hole CN07-1 included a 7.4 meter quartz vein intersection that averaged 1.2 grams per tonne gold including 2.5 meters averaging 2.2 grams per tonne gold. An extension to the first phase program was conducted in August of 2007 and consisted of three drill holes, for a total of 793 meters, to follow up the result of CN07-1. Significant assay results from a 12.2 meter section of quartz-pyrite stringers returned weakly anomalous levels of gold.

During 2008, Rubicon funded an expanded reconnaissance and drilling (Er Property) exploration program on the Goodpaster properties. On the California-Surf property a total of 118 rock samples and 27 pan concentrates were collected during a 60 man-day program conducted between mid-May and late August. Some weakly anomalous gold results were received, but in areas already highlighted by previous work.

Eagle-Hawk Property

On January 30, 2002, Rimfire Alaska signed an exploration, development and mine operating agreement

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with AngloGold whereby AngloGold could earn a 50% interest in the Eagle property. A December 17, 2003 amendment included the Sand claims (staked by Rimfire Alaska) and the EX claims (staked by AngloGold) in the agreement. Effective December 31, 2005, a termination agreement was signed whereby AngloGold relinquished 100% ownership of the claims subject to an NSR of 2%, one-half of which can be purchased for US $1,000.000.

The Eagle property is located along the Big Swede magnetic trend. The Eagle property is underlain by mid-Cretaceous aged granitic rocks and older intrusive rocks known as orthogneiss. A magnetic low feature corresponds closely with the granitic body. During September 2000, Hyder Gold Inc. completed a five hole, 274.3 meter diamond drilling program on the Eagle property. The aim of the program was to test portions of the gold soil geochemical anomaly. In 2002 and 2003, AngloGold conducted auger soil surveys as well as tree bark sampling for biogeochemical studies. Both techniques defined areas of anomalous gold-arsenic and bismuth geochemistry. These geochemical results define a 1,500 meter by 3,000 meter gold-arsenic-bismuth-tungsten soil anomaly. Recovery of rock chips from soil sample pits revealed extensive alteration and in some instances quartz-carbonate stringer-style mineralization.

Two phases of work were completed on the Eagle property in 2004; soil sampling to expand the previous focused soil grid to its current length of 6 kilometers with lines ranging from 0.7 to 1.8 kilometers in length, and a drill program of 9 holes totaling 2,778 meters. Mineralization intersected during drilling consisted of quarts-sulphide vein stockworks containing gold hosted in a granitic stock. A deep penetrating EM survey was carried out late in the season which defined a strong northeast fault zone coincident with anomalous geochemistry.

During 2006, Rimfire Alaska conducted a regional exploration program on these claims. Of particular significance are anomalous gold in silt results obtained from a continuous area to the east, southeast and south of the granitic body that has thus far been the focus of exploration. This anomalous zone extends 5 kilometers outward from the granitic body forming a 10 kilometer arc. In 2007, a combination of grid and reconnaissance mapping, prospecting and soil sampling was carried out on the Eagle-Hawk property.

Following analysis of previous field program results, the 2008 exploration program was designed to conduct project-scale prospecting and reconnaissance exploration work on areas not previously examined and to conduct prospect-scale mapping, sampling and follow-up drilling on targets not previously drilled. Field work was carried out between mid-May and late August from a helicopter-support base camp near Delta Junction.

ER-Ogo-Fire Property

On January 30, 2002, Rimfire Alaska signed an exploration, development and mine operating agreement with AngloGold whereby AngloGold could earn a 50% interest in the ER-Ogo-Fire property. A December 17, 2003 amendment included the Jazz claims (staked by Rimfire Alaska) and the Zappa claims (staked by AngloGold) in the agreement. Effective December 31, 2005, a termination agreement was signed whereby AngloGold relinquished 100% ownership of the claims subject to an NSR of 2%, one-half of which can be purchased for US $2,000.000.

The ER-Ogo-Fire Property is underlain by gneisses of the Paleozoic Yukon-Tanana Terrane representing strongly metamorphosed sedimentary and igneous rocks. The gneisses are intruded by late Cretaceous aged granitic intrusions which outcrop extensively on the property. Gold-bearing quartz vein material has been sampled on a ridge lying between the two areas of intrusive outcrop.

Auger soil sampling surveys in 2003 expanded the geochemically anomalous area beyond that outlined by

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reconnaissance style surveys conducted in 2002. Results of the geochemical survey defined a 1,500 by 300 meter gold-arsenic-bismuth-antimony soil anomaly. Six diamond drill holes totaling 2,161 meters tested four widely spaced areas within the soil anomaly. A ground geophysical survey conducted late in the season appears to outline early granitic phases that are believed to form a prospective host rock for veining.

During 2004, AngloGold completed a NSAMT (Natural Source Audio Frequency Magneto-Telluric) geophysical survey, soil geochemical sampling and three drill holes totaling 997 meters on the ER project. Drilling further defined a northwest trending vein structure that is open to the northwest and downdip. Hole ER04-7, following up on a 0.5 meter intercept that assayed 63 grams per tonne gold in 2003, intersected 4.1 grams per tonne gold over 1.3 meters.

During 2006, Rimfire Alaska conducted a regional exploration program on these claims. Soil and silt sampling gave generally spotty anomalous results to the northwest of past drilling., However, a small cluster of anomalous gold in soils were obtained in association with large quartz boulders approximately 3.5 kilometers to the southwest of previous drilling. No work was completed on the ER-Ogo-Fire property during 2007.

During 2008, Rubicon funded an expanded reconnaissance and drilling exploration program which generated 359 rock samples and 9 pan concentrates. One high priority target was subsequently drilled. Three drill holes were completed at the ER target for a total of 335 meters. Two of these holes intersected narrow quartz veins with weakly anomalous concentrations of gold.

Bou-Swede Property

The Bou-Swede group of claims is located along the Pogo Trend. Rimfire Alaska holds a 100% interest in the property with no underlying royalties. Rocks underlying the Bou property are almost exclusively granite. Mineralization on this property consists of quartz veins and mineralized and altered granite has been found in two general areas. At the Thunder showing, quartz vein boulders with gold, arsenic and antimony have been found over a 300 by 300 meter area, along the trace of a northeast trending fault structure. The Cairn showing lies 2 kilometers south of the Thunder and is defined by a gold-bearing quartz vein boulder train measuring 50 by 300 meters that extends along the trace of an east-west structure. Strongly anomalous gold, bismuth, arsenic and antimony soil anomalies extend beyond the current limits of sample coverage. In 2007, a combination of grid and reconnaissance mapping, prospecting and soil sampling was carried out on the Bou-Swede property.

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Uncle Sam Property, Richardson Mining District, Alaska

The Uncle Sam Property, which consists of 194 claims covering 7,760 acres (3,140 hectares), is an intrusion-related gold target, located approximately 75 kilometres southeast of Fairbanks. It is hosted in a similar age of rocks to those which host the Pogo Gold Mine in east-central Alaska approximately 60 kilometres away. The Uncle Sam property was identified by reconnaissance ridge and spur soil sampling in 1999, augmented by power auger soil sampling and RC drilling in the first quarter of 2000. This work outlined a very large gold-in-soil anomaly in an area some 8 by 5 kilometers in size, but broken up by broad valleys in which deep overburden and permafrost prevented soil sampling.

On November 2, 2009 the Corporation signed an option agreement with Millrock Resources Inc. (“Millrock”) giving Millrock the option to earn a 100% interest in the Uncle Sam property in Alaska. Under the terms of the agreement Millrock will make cash payments totaling US$200,000 over four years with US$40,000 being paid upon TSX approval. In addition, Millrock will issue 1,000,000 shares to Kiska over four years and has made a commitment to spend US$2,700,000 on exploration over four years. There is an underlying 2% NSR payable to Royal Gold Inc.

In December 2010, Millrock granted an option agreement to Crescent Resources Corp. to purchase an undivided 100% interest in the property. The recommended exploration program for 2011 consists of a spring-time soil sampling program using a track mounted auger, 2850 meters of core drilling and further soil sampling in during the summer drill program. The exploration budget of approximately US $2.5 million is planned.

Copper Joe, Anchorage Recording District, Alaska

The Copper Joe Property is a copper-gold-molybdenum porphyry prospect located 50 km south-southwest of the Company's Whistler Project in Alaska.

On August 31, 2010, the Company signed an option agreement with Kennecott Exploration Company (“Kennecott”) to acquire a 100% interest in the Copper Joe Property by incurring a total of US$5 million in exploration expenditures by December 31, 2015, including a commitment to US$170,000 in exploration by December 31, 2011 (completed). Upon completion of a positive National Instrument 43-101 compliant pre-feasibility study, the Company will pay Kennecott a one-time cash payment of US$10 million In addition, before effecting a sale or assigning rights and interests to the property, Kiska will give Kennecott a 90 day period to acquire such rights and interests at 90% of the price and terms stated in the notice. Kiska is permitted to divest all or part of its interest, subject to the first right of refusal and the option period, provided at least US$2.5 million in expenditures have been completed. Prior to reaching the $2.5 million expenditure level, Kiska requires Kennecott's consent to divest its rights and interest. If Kennecott elects not to exercise its first right of refusal, Kennecott will retain a 2% NSR.

Kennecott staked 100 State mining claims in August 2006 after reconnaissance work at the headwaters of the Styx River located peripheral, porphyry-style alteration in monzodiorite porphyries. A follow up traverse discovered angular boulders containing copper mineralization that was traced to a small recessed exposure in a creek bed. The mineralized showing exhibits potassic alteration with quartz-magnetite stockwork veins which contain disseminated chalcopyrite. Potassic alteration occurs over a 3 km by 1 km area with moderate to intense phyllic alteration extending a further 2.5 km outward. As most of the target area is covered by a thin veneer of glacial till, Kennecott completed 70.4 line-km of ground magnetics, which highlighted an open-ended magnetic high feature measuring 1.0 km by 1.9 km, trending northeast from the mineralized showing. Kennecott collected 28 rock samples yielding peak values of 0.73% copper, 0.415 g/t gold, 7.9 g/t silver and 0.125% molybdenum.

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In the summer of 2010 a five week program of IP geophysics, mapping and rock geochemistry was completed on the property, centred over the historical mineral showings. This program included approximately 20.8 line-kilometers of 2D IP geophysics and 14.8 line-kilometers ground magnetics. Results from the geochemistry confirmed historical results and the IP data has not yet been fully interpreted.

Australia

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Lachlan Fold Belt Properties, New South Wales

Location and Introduction

The Lachlan Fold Belt in New South Wales Australia is richly endowed with a diversity of deposit types that host in excess of 150 million ounces of gold. Significant porphyry copper gold, epithermal gold, volcanogenic massive sulphide (VMS), gold-copper skarn, sediment-hosted disseminated gold and intrusion-related gold deposits are located within the belt.

Property Acquisition

The Corporation, through its wholly-owned subsidiary Rimfire Australia Pty. Ltd., (“Rimfire Australia”) holds two exploration licenses covering 27,513 hectares in the Lachlan Fold Belt, New South Wales,

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Australia. Rimfire Australia originally was granted nine licenses to encompass all available high-priority targets identified in a Neural Network data study conducted by a private company, BWG. BWG granted Rimfire Australia a two-year exclusive right to use the study's target maps and data to acquire licenses and conduct exploration in the 120,000-square-kilometer study area. Rimfire Australia paid a fee for use of the study and upon designation of project areas, Rimfire Australia paid additional fees based on project designation and exploration expenditures. BWG will retain a 2% net smelter royalty in all designated projects. During the two-year license period, Rimfire Australia completed the required eligible exploration expenditures of at least USD$150,000. Some of the licences were evaluated then cancelled when it was determined that the areas did not merit additional exploration.

The BWG study involved the compilation of Landsat, topography, geophysical (gravity, magnetic and radiometric), geochemical, lithological, structural geology and drilling databases. The neural network techniques applied to the databases yielded numerous high-priority targets, including the ones covered by Rimfire Australia's exploration license applications.

Rimfire Australia signed a Farm-in agreement with Inmet Mining (Australia) Pty. Ltd. to earn a 60% interest in the Barmedman Property on completion of the following:

Cash payments to the Corporation of:

A$50,000 within 5 days of the execution of the agreement (paid)

A$50,000 on or before March 31, 2010 (paid)

A$50,000 on or before March 31, 2011

A$50,000 on or before March 31, 2012

Fund exploration expenditures of:

not less than A$400,000 on or before April 11, 2009 (completed)

an additional A$400,000 on or before March 31, 2010 (completed)

an additional A$1,000,000 on or before December 12, 2010 (completed)

an additional A$1,200,000 on or before December 12, 2011

an additional A$2,000,000 on or before December 12, 2012

The Corporation understands that Inmet is currently reviewing the exploration results from the Barmedman Property to determine whether or not they wish to continue with the option.

The specific tenements in the State of New South Wales in which the Corporation holds an interest are set out in the following table:


Name	Exploration Licence	Size (Ha)	Expiry Date
Barmedman	6782	15,074	May 22, 2011

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Regional Geology

The Eastern Lachlan Fold belt constitutes a subsection of the Tasman Fold Belt, which stretches from the Queensland-New South Wales border across Victoria and into Tasmania. The Neoproterozoic to Triassic orogenic belt preserves accreted arc and back-arc terrains and subduction zones sediments all of which were subjected to extensional and contractional tectonics. Silurian-Devonian post orogenic granitoids intrude the supracrustal rocks. Ordovician and Silurian island arc intermediate to mafic volcanics, sub-volcanics and intrusions of the Macquarie Arc, preserved as fault bound north-south trending belts, contain the bulk of the known copper-gold mineralization in the region. Furthermore, high grade copper-gold porphyry deposits are most closely constrained to distinctive alkalic magmatic suites.

Exploration

A limited property examination tour was conducted late in 2006. In early 2008, Rimfire Australia completed reconnaissance exploration programs on 5 of 9 licences in the Lachlan Fold Belt (Barmedman, Walmer, Gollan, Goulburn, and Mt. MacDonald) for a total of $330,000 in exploration. These programs consisted of soil and silt sampling, prospecting and geological mapping. In addition, Induced Polarization (IP) geophysical surveys were completed on the Barmedman and Walmer licences. The Barmedman survey consisted of 26 line-kilometer of dipole-dipole IP with 100 meter “a” spacing and 400 meter line spacing. The Walmer survey consisted of 10 line-kilometer of dipole-dipole IP with the same survey parameters. Both surveys were performed by Zonge Engineering and Research Organization Limited.

In September 2008, Rimfire Australia completed a diamond drilling program at the Trounce prospect on the Walmer property. This program was targeting geological and geophysical targets identified in the early 2008 reconnaissance exploration program. The Trounce prospect consists of a small outcropping of silicified sediments with quartz - pyrite veining and stockwork. Two of seven grab samples from the showing returned strongly anomalous gold values and the remaining five returned weakly anomalous gold values. On surface, the showing occurs within a subtle, north-south striking topographic high, coincident with anomalous gold soil geochemistry and a 40 meter-wide by 500 meter long induced polarization chargeability and resistivity high. The diamond drilling program consisted of four diamond drill holes totaling 287 meters which returned no significant results. No future work is planned at Trounce.

During early 2009, Rimfire Australia completed a soil sampling survey and diamond drilling program on the Barmedman exploration licence, targeting IP anomalies and Mobile Metal Ion (MMI) geochemical anomalies identified during the 2008 exploration program. This program, operated by Rimfire Australia, had a total budget of A$400,000 and was funded 100% by Inmet. The program consisted of eight line-kilometres of partial leach soil geochemistry over the IP anomaly. Partial leach geochemistry is a specialized geochemical method utilized to detect buried mineralization under transported cover. Kiska has tested this technique with orientation surveys over areas of known mineralization under deep overburden cover in the region and has found it to be effective in identifying buried copper-gold porphyry deposits. The diamond drilling program consisted of five diamond drill holes for a total of 1508 metres. Drilling targeted coincident IP and partial leach geochemical anomalies returning only weakly anomalous gold and copper results.

In late 2009, Kiska conducted soil geochemical surveys expanding on the work programs conducted earlier in the year. The program targeted two new areas: Target A, a 1.5 by 0.5 km area anomalous copper, gold and molybdenum soil geochemistry, and Target B, a 0.4 by 0.5 km area of anomalous copper geochemistry. Both target areas were identified via partial leach geochemical analyses. A drill program started in early March consisting of approximately 900 metres of aircore/diamond drilling in three holes to target the copper geochemical anomalies.

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The Qualified Person for this property is Mark Baknes, P.Geo. Vice President, Exploration for the Corporation. A technical report has not been filed for this project.

Future Exploration Programs

Inmet is currently considering their participation within the option. There are currently no definite plans for continued exploration.

Victoria Goldfields Properties

Location and Introduction

The Stawell Corridor is a 240 kilometer long belt bound by the Congee and Moyston faults and is anchored by Northgate Australian Ventures Corporation Pty. Ltd.’s five million ounce Stawell Gold Mine. Mineralization at Stawell consists of gold-bearing quartz veins in iron-rich sediments associated with basalt centers. This deposit has been studied extensively, resulting in the identification of large-scale characteristics that can be used in the exploration for similar deposits elsewhere in the district. Geophysical techniques such as gravity and magnetics surveys have proven effective in targeting basalt centers associated with mineralization. These techniques will be important in evaluating the rest of the Stawell Corridor and refining targets for drilling.

Property Acquisition

Effective July 27^th 2008, Rimfire Australia entered into a new exploration partnership with Northgate Minerals Corporation, which granted Rimfire Australia an option on its Stawell Corridor gold exploration properties in the State of Victoria, Australia.

Rimfire Australia agreed to conduct exploration to maintain the licenses in good standing for the current year (approximately A$370,000). Rimfire Australia can then elect to conduct further exploration on any or all three of the licenses, earning a 50% interest on each by funding exploration of A$500,000 per license by June 30, 2012 with a minimum expenditure of A$500,000 on the licences per year. Northgate then has the option on each license to:

1) carry out the next A$1.5 million to earn back a 10% interest (total 60%) and another 10% by reaching a production decision;

2) not participate and allow the Corporation to earn a 100% interest in the property by spending, or causing to have spent, an additional A$2 million over 4 years; or

3) participate in a 50/50 joint venture.

On April 15, 2010, and amended July 26, 2010 and September 15, 2010, the Corporation assigned the option agreement to Brixton Metals Corporation (“Brixton”). The Corporation will receive cash payments totalling $100,000 (received) and common shares of Brixton with a value of $100,000 at the lesser of $0.50 per share or the initial public offering price (received an equivalent 400,000 common shares of Brixton during the year). The Corporation remained the operator of the exploration program and incurred all costs on behalf of Brixton in return for a fee equivalent to 10% of all expenditures. On November 15, 2010 Brixton informed the Corporation that they are no longer pursuing the option on the Victoria Goldfields properties and the option has reverted back to the Corporation.

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The specific tenements in the State of Victoria in which the Corporation holds an interest are set out in the following table:


Name	Exploration Licence	Size (Ha)	Expiry Date
Murtoa	3941	29,475.25	December 17, 2012
Ararat South	4695	38,151.41	April 16, 2011*
Dundonnel	4730	19,051.89	November 18, 2011**

* Renewal Application for a 2 year extension submitted and in process; ** Renewal application will be submitted in Oct 2011

Regional Geology

Interpretation of regional aeromagnetic and gravity imagery indicates that the Moornambool Metamorphic Complex, located along the western margin of the Stawell Zone of the Lachlan Fold Belt, (Vandenberg et al 2000) continues under Murray Basin unconsolidated sediments within the majority of EL3941. The Moornambool Metamorphic Complex is bounded by the Coongee Fault to the east and Moyston Fault to the west, forming a ~20 kilometer wide corridor (the Stawell Corridor) that hosts the majority of the 6 million ounces of gold endowment in the Ararat and Stawell areas.

The near surface geology of the Victoria Goldfields properties is dominated by unconsolidated Murray Basin sediments in the north, and Tertiary basalt cover rocks in the south. Interpretation of regional aeromagnetic and gravity imagery indicates that the Cambrian Moornambool Metamorphic Complex, located along the western margin of the Stawell Zone of the Lachlan Fold Belt, continues under the Murray Basin sediment and Tertiary basalt cover within the majority of the tenements. The Moornambool Metamorphic Complex is bounded by the Coongee Fault to the east and the Moyston Fault to the west, forming a ~20 kilometer (12.5 mile) wide corridor (the ‘Stawell Corridor’) that hosts the majority of the 6 million ounces of gold endowment in the Ararat and Stawell areas. Gold mineralization at Stawell is hosted by a reverse fault system in sulphidic sedimentary rocks on the western margin of a basalt dome. The basalt dome and sulphidic sedimentary rocks have traditionally been detected in the Stawell Corridor using a combination of detailed gravity and magnetic geophysics to “see” beneath the cover rocks.

Exploration

The Corporation will be exploring three licences, totaling 120 kilometers of the corridor length, representing all ground outside of a buffer around the Stawell Gold Mine. In addition to greenfields opportunities, more advanced targets exist including the 10 kilometer-long Murtoa target, which surrounds the Kewell gold resource. The Kewell resource, which Northgate has opted to exclude from this agreement, is reported to contain a non 43-101 compliant 100,000 ounce resource grading 6 grams per tonne gold defined by 25 drillholes. Additional targets include kilometer-scale gravity anomalies that have been confirmed through drilling to reflect basalt centers at depth, with coincident gold and pathfinder element geochemical anomalies on surface.

In 2009, the Corporation carried out orientation surveys employing partial leach geochemistry on the Murtoa, Ararat South and Dundonnell Licenses. Partial leach geochemistry is a specialized geochemical method utilized to detect buried mineralization under transported cover. Kiska has tested this technique with orientation surveys over areas of known mineralization under deep overburden cover in the region and has found it to be effective in identifying buried copper and gold deposits. Detailed gravity surveys and IP survey techniques were employed on the Ararat South and Dundonnell Licenses to identify basaltic centres and sulphide mineralization. Both geochemical methods and geophysical surveys outlined

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encouraging exploration targets as well as confirming the utility of partial leach geochemistry in this type of environment.

Brixton has funded a regional gravity survey over portions of the Ararat South and Dundonnell properties beginning in April, 2010. This work was designed to fill in areas of low data density and follow-up on more detailed gravity and IP surveys undertaken by the Corporation in early 2009. The gravity survey highlighted some new areas of potential and these will be followed up by IP (induced polarization) surveys in subsequent programs. On the Murtoa License, a mineralogical study was completed using samples from historical drill holes focused on the Kewell gold prospect. The studies revealed that certain mineral species and degree of iron enrichment can be used to detect more confined areas of gold mineralization. This technique will be applied in subsequent drilling programs.

The Qualified Person for this property is Mark Baknes, P.Geo. Vice President, Exploration for the Corporation. A technical report has not been filed for this project.

Future Exploration Programs

In early 2011, work programs were initiated on all three property areas. Acoustic magnetotelluric geophysical, selective leach soil geochemistry and gravity surveys are to be completed on Murtoa and gravity and IP surveys are planned for Ararat South and Dundonnel.

Nevada

Colorback and Hilltop Properties

The Corporation holds an interest in two mineral properties in located in Lander County, Nevada approximately 100 kilometers southwest of Elko. The Colorback property consists of 120 claims covering 2,150 acres (870 hectares) while the Hilltop property is comprised of 82 claims covering 1,640 acres (663 hectares).

In 2008, a dispute arose with two other groups who hold Bureau of Land Management placer mining claims in the area and as a result the Corporation has subsequently agreed to relinquish approximately 50% of its lode claims to settle the dispute. Despite this relinquishment, the Corporation still retains valid lode claims covering the Discovery Zone and the Myers Hill prospects at Colorback.

The Colorback and Hilltop projects occur in the center of the prolific Cortez–Battle Mountain Trend. Mineralization on the property is hosted in a structurally overlapping package of Upper Plate siliciclastic rocks overtop Devonian Slaven Cherts, which are in turn intruded by Eocene granodiorite. Significant untested potential remains in these Upper Plate rocks in settings similar to those in the Battle Mountain district, however, the most compelling conceptual exploration model for the property involves testing the Lower Plate stratigraphy at depth in a setting analogous to the nearby Cortez and Pipeline deposits.

At the Discovery Zone, silicified breccias are associated with strongly developed faults and porphyritic intrusive rocks. In 2006, the Corporation drilled 3 short holes on the target intersecting oxidized breccias and numerous gold-bearing intervals. Significant mineralization has been produced from structural zones in Upper Plate rocks. Basic exploration techniques including sampling and ground geophysics would help to outline shallow targets in Upper Plate stratigraphy. This same work could also be designed to help focus deep drilling for targets in the Lower Plate stratigraphy.

The Corporation has signed a lease and purchase agreement with Desert Hawk Resources Inc. (“Desert Hawk”) on the Colorback Property, located on, Nevada. Desert Hawk has agreed to an option to purchase

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the property for a 19 year period commencing on November 2, 2010 and terminating on November 2, 2029. During the first five years of the agreement, the property may be purchased for US$1,000,000 including any advanced royalty payments and a buy-down of the net smelter royalty (“NSR”) from 2.5% to 2.0%. Following the first five years, the property may be purchased for US$5,000,000 including any advanced royalty payments and a buy-down of the NSR from 2.5% to 2.0%. Desert Hawk has agreed to an advanced royalty payment schedule of US$50,000 on signing (paid) and every anniversary in years 1 to 4 inclusive, escalating to US$75,000 in years 5 to 9, followed by US$100,000 until the end of the lease.

No exploration has been conducted on the property since 2007. Exploration plans for 2011 include further consolidation of the land position and the RC - core drilling of both the shallow and deep targets generated during the 2006-2007 effort by the Corporation.

Estimated Administrative Expenditures

The Corporation expects that total administrative costs to carry out the Corporation’s proposed exploration and development programs for the period January 1, 2011 to December 31, 2011 will be approximately $2,335,650. The estimated administrative expenses will be financed from existing working capital. The estimated average monthly breakdown is as follows:


ITEM	Average Month		12 Month Period
Accounting & legal	$	15,708	$	188,500
Insurance		5,500		66,000
Investor services, filing		6,758		81,100
Management and director services		33,708		404,500
Office		11,742		140,900
Marketing and promotion		56,928		683,140
Rent		18,800		225,600
Salaries & support services		38,450		461,410
Travel & entertainment		7,041		84,500
TOTAL	$	194,635	$	2,335,650

ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Overview

The Corporation has no producing properties and, consequently, has no current operating income or cash flow from its mineral property exploration and development operations.

The Corporation did not engage, does not currently engage, nor does it expect to engage, in any hedging transactions to protect against fluctuations between Canadian currency and the U.S currency. The Corporation’s expenses are denominated in Canadian dollars.

The following discussion of the operating results and financial position of the Corporation should be read in conjunction with the Corporation’s consolidated financial statements (and related notes).

OPERATING RESULTS

The Corporation has commenced planning for transition of Canadian generally accepted accounting principles (“Canadian GAAP”) to International Financial Reporting Standards (“IFRS”) as developed by the International Accounting Standards Board. During the fiscal year ended December 31, 2009, the

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Corporation undertook a comprehensive review of IFRS and determined which standards will affect financial recording and reporting for the Corporation. It was determined that there will be no material differences between statements prepared under Canadian GAAP and those prepared according to IFRS. The differences are primarily presentation differences for the financial statements and extensive additional disclosure required under IFRS. The final transition date for Canadian GAAP to IFRS is for the fiscal year ended December 31, 2011. The requirements for transition stipulate extensive qualitative and quantitative disclosure of the changes starting with the first interim statements in 2010.

The Corporation adopted accounting recommendations of the Canadian Institute of Chartered Accountants for the recognition and measurement of financial instruments with related disclosure in a Statement of Comprehensive Income for the fiscal year ending December 31, 2007. At each balance sheet date, the Corporation’s financial instruments are measured at their fair value. Gains and losses are recognized in other comprehensive income for instruments considered to be available for sale and in net income for other instruments.

Year Ended December 31, 2010

For the year ended December 31, 2010, Kiska incurred a net loss of $11,912,195 ($0.17 per share) compared with a net loss of $18,684,503 ($0.51 per share) for the year ended December 31, 2009. The decrease in the loss is attributable to the impairment loss on the mineral properties acquired from Rimfire Minerals Corporation during the third quarter of 2009. This was partly offset by the Kennecott exploration program undertaken in 2010 below. The majority of exploration expenditures were incurred on the Whistler project. During the latter half of 2009, the Corporation adopted a care and maintenance budget for all other exploration projects while the Corporation continued to undertake the Kennecott exploration program, as required to maintain control of its Whistler project, and corporate acquisition opportunities were examined.

Revenue increased during the fourth quarter primarily from the receipt of option payments. Overall option proceeds are significantly higher than in the previous year with an increase in option fees earned on Alaskan properties (2010: $211,282 versus 2009: $99,871) and Australian properties (2010: $254,894 versus 2009: $3,144). The Corporation negotiated a number of option agreements during the year. This resulted in the receipt of option fees from Brixton ($100,000 plus 400,000 common shares of Brixton – an equivalent additional $100,000 value) on the Victorian Goldfields project, cash payments of US$40,000 and 250,000 common shares (with an equivalent value of US$165,209) received from Millrock Resources on the Uncle Sam (Alaska) project. Additionally, fees received by the Corporation on the BC and Yukon properties are largely consistent with the previous fiscal year (2010: $167,925 versus 2009: $170,036) with option fees received from Brixton on the Thorn project (cash $37,500 plus 75,000 common shares with an equivalent value of $24,000), Silver Quest Resources Ltd on the Boulevard Project (cash $16,000 and 80,000 common shares with an equivalent value of $56,800) and CVC Cayman Ventures Corp. on the Gillis Project (cash $30,000 and 25,000 common shares with an equivalent value of $3,625).

Losses from discontinued Mexican operations increased slightly from $499,080 to $569,786, despite operations being de-consolidated after October 7, 2010. Losses from Mexican operations increased as a result of higher geological consulting and mineral license fees expended in 2010 on the Mexican projects. The gain on sale of the Mexican assets of $1,003,577 has been offset against these losses, resulting in a net gain from discontinued operations of $433,791.

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of an increase in corporate human resources and stock-based compensation (gross stock-based compensation was $1,684,785 – 2009: $544,872, and net of transfers to projects $985,883 – 2009: $397,273). Stock based compensation has increased as a result of the vesting of options and increase in volatility over the previous period (refer Note 13(b) of the consolidated financial statements). Transfers on wages to projects include project management fees ($2,199,672 – 2009: $724,535) and geological and engineering ($774,343 – 2009: $408,394). Net increases in these balances also result from the increase in stock-based compensation charged to projects and staffing, consistent with the Corporation’s retention of 100% of the Whistler project and increase in year on year exploration. Marketing costs were also a significant expense as the Corporation participated in conferences and arranged analyst and investor meetings to increase the profile of the combined company in the market. In the previous year, significant costs were associated with the search for a corporate acquisition and a failed merger attempt. These costs were categorized as consulting and outsourced services in the previous year. Consulting and outsourced services in the current year include corporate accounting, audit and legal fees. Financing expenses in the previous fiscal year ($59,660) were paid as part of the acquisition of Rimfire Minerals Corporation.

The Corporation’s equity loss on its investment in Clancy arose as a result of dilution gains earned in the year of $489,277 resulting from rights offerings by Clancy for total proceeds of A$3,100,000 (refer Note 7). In the previous fiscal year, the Corporation wrote its investment in Clancy down to a $Nil value, incurring an equity loss of $1,176,145.

During the year, the Corporation sold its total investment in Clancy for net proceeds of $2,305,579 (Note 7). Moreover, the Corporation realized gains on sales of its marketable securities of $172,236 (2009: loss of $240,285). Market conditions in 2010 were, generally, more favorable than the previous fiscal year.

The Corporation sold its Mexican projects to Evrim Metals Corporation effective October 7, 2010 for a gain of $1,003,577. Proceeds included 2,000,000 common shares of Evrim with a fair market value of $1,000,000 plus ongoing performance-based share payments. The performance-based share payments amount to 10,000 to 50,000 shares per property, depending upon the status of the property, for a period of five years. Similar payments are also required if Evrim acquires any property out of the database included in the Minera sale. The Corporation will also receive a 1,000,000 share payment for every property that is advanced to a positive production decision.

Year Ended December 31, 2009

For the year ended December 31, 2009 Kiska incurred a net loss of $18,684,503 ($0.51 per share) compared to a net loss of $16,260,741 ($1.84 per share) in the previous year, after taking into account the three for one share consolidation. The most significant factor contributing to the net loss is the mineral property acquisition costs associated with the acquisition of Rimfire Minerals Corporation. An impairment loss on these properties was recognized as at September 30, 2009 increasing the net loss by $7,974,288. Mineral property revenues decreased by 70% from $897,315 to $273,051 while interest revenue remained steady at $26,138 compared to $24,702. Exploration expenditures decreased by 12% ($6,530,166) from the previous year ($7,364,238). In the first half of the year, strenuous efforts were made to limit exploration to strategic initiatives in order to conserve cash. General and administrative expenses were reduced by 50% from the previous year, primarily related to the repayment of debt with significant reductions in financing expense.

Mineral property revenues decreased in the current year to $273,051 from $897,315 in the previous year as the Corporation concentrated on exploration of the Whistler property rather than managing exploration programs for other companies. In the first half of the year, management was seeking an agreement for the

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Corporation as a whole instead of negotiating joint venture and option agreements for individual properties. During the second half of the year, the Corporation commenced the process of disposition of mineral properties resulting in some option proceeds being reported for the second half of the year.

Exploration expenditures, excluding those by joint-venture partners, totaled $5,853,537 compared to $7,204,248 in 2008, and property acquisition expenditures totaled $330,598 compared to $158,990 in 2008. The majority of the exploration expenditures were made on the Whistler property in Alaska.

At the acquisition date, the mineral properties acquired from Rimfire Minerals were valued at $156,500. These costs were expensed in accordance with the Corporation’s accounting policies. At the end of the fiscal year, reclamation obligations for active properties were estimated and an expense of $355,829 was included in mineral property expenditures.

The British Columbia Mineral Exploration Tax Credit Program will reimburse the Corporation for 20% of eligible expenditures in that jurisdiction. For the fiscal year ended December 31, 2009 exploration tax credits are $9,798. The severity of the Mountain Pine Beetle infestation has resulted in designation of an area where the tax credit will be 30% rather than the previous 20%. Most of the Corporation’s active mineral properties fall within the designated zone. There were no exploration tax credits in 2008 as the Corporation renounced flow-through expenditures which would otherwise have been eligible for exploration tax credits.

The most significant change in general and administrative expense is financing expense. During the year ended December 31, 2009 all remaining debt was paid off resulting in total financing expense of $59,660 compared to the previous year financing expense of $3,565,047. The other significant changes were in salaries which were reduced from $1,615,644 in 2008 to $680,828 in 2009 and outsourced services which increased from $507,815 in 2008 to $1,073,104. Most of the increase in outsourced services relates to the corporate acquisition costs associated with the acquisition of Rimfire Minerals Corporation in August 2009. This is not expected to be a recurring cost.

Year Ended December 31, 2008

For the year ended December 31, 2008, the Corporation incurred a net loss of $16,260,741 (or $1.84 per share) on revenues of $897,315 compared with a net loss of $14,474,635 ($3.73 per share) on revenues of $1,358,045 for the year ended December 31, 2007. The increased loss in 2008 was the result of a foreign exchange loss of $3,130,547 and higher financing fees associated with a convertible loan facility and bridge loan, both of which were repaid during the year, offset by lower exploration expenses.

Revenues for the year ended December 31, 2008 totaled $897,315 compared with revenues of $1,358,045 for the same period in 2007. The decrease is the result of the Corporation managing fewer exploration programs in 2008 than in 2007. The Corporation does not anticipate incurring the same level of revenues going forward as it is focusing resources on the development of its own property portfolio.

Salaries & employee benefits expense decreased to $1,615,644 for the year ended December 31, 2008 from $2,549,385 for the year ended December 31, 2007. The decrease is due to lower salaries from the Australian operations as employment levels were significantly reduced during 2008. Selling, general and administrative expense for the year ended December 31, 2008 was $1,126,200 compared with $1,736,104 in 2007, a decrease of 35%. The decrease is due to lower general and administrative expenses, traveling expenses and communication costs in 2008 as the Corporation focused on cost cutting initiatives. Consulting and outsourced services decreased from $971,895 in 2007 to $513,723 in 2008, due to lower legal expenses as the Corporation entered into fewer earn-in arrangements with strategic partners during

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2008 than 2007.

Exploration expenditures were $7,364,238 in 2008 compared to $11,863,030 in 2007. The decrease is due to the winding down of the Master Strategic Alliance Agreement (“MSAA”) as the Corporation completed its exploration and financial obligations pursuant to the MSAA during 2008. The Corporation completed exploration programs on its Whistler Project, Redton Project, Ontario projects and Mexican projects.

The Corporation accounts for stock options using the fair-value method under which compensation expense for stock options granted is valued at the date-of-grant using the Black-Scholes valuation model and is recognized as stock-based compensation expense over the vesting period of the options. The Corporation recognized $76,461 for the year ended December 31, 2008 compared with $761,482 in the year ended December 31, 2007.

Financing expenses were $3,565,047 for year ended December 31, 2008 compared with $2,359,900 for the year ended December 31, 2007. Financing expenses for the year ended December 31, 2008 include $2,465,774 (2007 - $1,157,426) in accretion expense and $943,328 (2007 - $1,001,979) in interest both in connection with a convertible loan facility. Interest income was $24,702 and $381,149 for the years ended December 31, 2008 and 2007, respectively.

The Corporation recorded a foreign exchange loss of $3,130,547 during the year ended December 31, 2008 in connection with the repayment of the convertible loan facility on October 17, 2008 which was denominated in US dollars. Included in the foreign exchange loss is an amount of $428,000 on a bridge loan which was drawn in US dollars due to the weakening of the Canadian dollars relative to the US dollar.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

Year Ended December 31, 2010

The Corporation’s cash and cash equivalents balance at December 31, 2010 was $6,297,716 compared with $1,071,695 at December 31, 2009. The Corporation had working capital of $7,474,418 at December 31, 2010 compared with working capital of $1,361,155 at December 31, 2009. The increase in working capital is attributable to the completion of a brokered private placement during the first and third quarters, as well as exercises of warrants and options during the period.

For the year ended December 31, 2010 and 2009, cash used in operating activities was $13,568,904 and $8,330,702, respectively. The increase is attributable to increased exploration and administrative activities in the current year compared to curtailed activities to preserve cash in the previous year. The sale of the Corporation’s Clancy investment and other marketable securities resulted in a cash inflow from investing activities (2010 – $2,314,442, 2009 – outflow of $363,924 as a result of the Corporation’s additional investment in Clancy’s rights offering in the prior year). The proceeds were partially offset by purchases of exploration equipment for the Whistler and Australia projects.

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Corporation to force exercise of the warrants if, during the term of any unexercised warrant commencing four months after the Closing, the common shares of the Corporation trade on any exchange for a period of 20 consecutive trading days at a price of $1.40 per share or greater. There were 6,720,000 units issued in the first tranche and the warrants expire on March 2, 2011. In addition, a cash commission of $114,840 was paid and 24,000 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $10,609 which was charged against share issue costs. Net cash proceeds from this placement were $4,320,360.

In August 2010, the Corporation completed concurrent brokered and non-brokered private placements of 7,848,414 units at a price of $0.82 per unit, for gross proceeds of $6.4 million. Each unit consisted of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of two years from the closing of the private placement, one common share at a price of $1.15 per share. In addition, 234,713 broker warrants at an exercise price of $0.82 were issued. The value ascribed to the broker warrants in this placement was $180,075which was charged against share issue costs. The net cash proceeds from this placement were $5,950,433.

The Corporation’s financial instruments are all fully cashable at any time so there are no restrictions on availability of funds. There is no long-term debt. The Corporation’s current obligations include lease commitments for office space. Effective September 1, 2010, the Corporation has signed a five year lease for expanded head office space at 510 Burrard Street. The other current obligations are statutory withholding and payroll taxes.

Year Ended December 31, 2009

The Corporation’s working capital as of December 31, 2009 was $1,361,155 comprised primarily of cash and term deposits, compared to $652,131 at the end of the previous fiscal year. The term deposits are intended to take advantage of higher returns available with slightly less liquidity while maintaining the integrity of the principal invested. These investments have maturities ranging from 4 months to one year at rates up to 1% above those available on cash in the bank. The increase in working capital is attributable to the acquisition of Rimfire Minerals and completion of a brokered private placement during the third quarter of 2009. The Corporation arranged a private placement subsequent to the end of the year which provided sufficient working capital for the Corporations present requirements.

The Corporation’s cash and cash equivalents balance at December 31, 2009 was $1,071,695 compared with $762,560 at December 31, 2008. In addition, the Corporation has restricted cash of $202,707 (2008-$82,228) representing reclamation and performance deposits for mineral properties.

The Corporation’s number of issued and outstanding shares was 56,741,361 at December 31, 2009. The one for three consolidation and issue of 22,365,258 share to Rimfire shareholders, effective August 5, 2009, as part of the corporate acquisition accounts for most of the difference from 25,235,276 common shares that were issued and outstanding at the previous fiscal year-end. During the year, 3,353,328 employee stock options were granted at a weighted average strike price of $0.65 and 1,520,896 options expired or were forfeited. 140,827 options were exercised at a weighted average price of $0.42. At the end of the year, the balance of options outstanding was 4,383,844 with expiry dates up to December 2014.

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A cash commission of 6% of the total gross proceeds realized from the placement was payable in cash together with 540,000 agent’s warrants, equal to 6% of the number of units placed. Each agent’s warrant will entitle the holder to purchase one common share at a price of $0.80 per share until March 16, 2011

Subsequent to year end, the Corporation arranged a non-brokered private placement of 9,092,500 units at a price of $0.66 per unit, for gross proceeds of $6 million. Each unit consisted of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of one year from the closing of the private placement (the "Closing"), one common share at a price of $0.92 per share. The warrants will contain a provision that will enable the Corporation to force exercise of the warrants if, during the term of any unexercised warrant commencing four months after the Closing, the common shares of the Corporation trade on any exchange for a period of 20 consecutive trading days at a price of $1.40 per share or greater. This placement closed in two tranches on March 2 and March 11, 2010. The Corporation paid share issue costs of $218,300 and issued 135,300 Broker’s Warrants in connection with the financing. Net cash proceeds were $5,782,750. A total of 9,092,500 shares were issued subject to a four-month hold and 4,546,250 share purchase warrants exercisable at $0.92 for one year from the Closing. The funds raised will be used to further exploration of the Whistler Project and for general corporate purposes.

The Corporation’s financial instruments are all fully cashable at any time so there are no restrictions on availability of funds. There is no long-term debt. The Corporation’s current obligations include sublease commitments for office space. The lease for head office space expires November 30, 2010. Lease commitments for the remainder of the current fiscal year total $95,555. Other current obligations are statutory withholding and payroll taxes.

Year Ended December 31, 2008

The Corporation’s working capital as of December 31, 2008 was $652,131 compared to $5,956,907 at the end of the previous fiscal year. The decrease in working capital is attributable to the funding of exploration activities during the year.

On October 10, 2008, the Corporation closed a $5.5 million short-term bridge loan (the “Bridge Loan”) with Geologic Resource Partners LP (“GRP”), allowing it to draw down, as necessary, the full amount of the Bridge Loan. The Corporation had drawn a total of US$2.5 million under the Bridge Loan as at October 10, 2008. GRP is the investment manager for a group of funds (collectively “GRF”) who owned approximately 17% of the outstanding common shares of the Corporation as at October 10, 2008.

Advances under the Bridge Loan bore interest at a rate equal to 12% per annum. The Bridge Loan

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matured on March 2, 2009, subject to GRP’s right to accelerate repayment in the event of a default under the Bridge Loan. As security for the Bridge Loan, the Corporation pledged all of the shares of its direct material subsidiary. On October 20, 2008, the Corporation closed a private placement and used a portion of those proceeds to repay the US$2.5 million outstanding balance of the Bridge Loan. The Corporation incurred a total of $33,014 in interest charges during the term of the Bridge Loan which is included in its statement of operations.

On December 22, 2008, the Corporation completed a 1 for 10 stock consolidation which had been approved at a special meeting of shareholders held on October 15, 2008.

On October 17, 2008, the Corporation completed a private placement with GRP raising gross proceeds of $29,328,000 by issuing 19,552,000 common shares at a price of $0.15 per common share. The proceeds from the financing were used to (i) repay the convertible loan facility in the amount of US$20 million held by GRF; (ii) repay US$2.5 million of advances under a bridge loan made by GRP; and (iii) for working capital purposes. Net cash proceeds received by the Corporation were $2,521,500. The private placement was approved by the Corporation’s shareholders at the Corporation’s special meeting of shareholders held in Vancouver, British Columbia on October 15, 2008. Minority shareholders (which excluded GRF) voted 97% in favour of the transaction.

In addition, Kiska issued 1,065,907 common shares to GRF in satisfaction of the interest on the convertible loan facility for the period of January 1, 2008 to October 16, 2008.

On March 30, 2008, the Corporation renounced the right to the deduction of exploration expenditures for income tax purposes in the amount of $3,486,230 in connection with the exercise of flow-through warrants in June, July and August 2007. The future income tax liability created by the renunciation amounted to $1,167,887 which has been charged to share issue costs. The renunciation of flow-through benefits resulted in an income tax recovery on the Consolidated Statement of Operations since the tax losses represented by these benefits are not likely to be realized by the Corporation.

The Corporation’s number of issued and outstanding shares was 25,235,276 at December 31, 2008, after giving effect to the one for ten consolidation in 2008 and the subsequent one for three consolidation in 2009. During the year, 3,600 employee stock options were granted at a strike price of $7.50 and 188,275 options expired or were forfeited. 18,300 options were exercised at a weighted average price of $5.40. At the end of the year, the balance of options outstanding was 134,808 with expiry dates up to March 2012.

General Liquidity Considerations

For those of the Corporation’s properties acquired through the staking of claims, a failure by the Corporation to incur exploration expenditures or make cash payments to the appropriate government agency in lieu of exploration expenditures will result in the forfeiture of the title to the mining claims back to Alaska, Nevada, British Columbia or Yukon Territorial government, as the case may be. Once forfeited, the areas previously covered by the claims will be available for staking by other parties.

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In the event that the Corporation does not fulfill its obligations under the terms of any of its option agreements, such agreement or agreements will terminate and title to the property will revert to the grantor of the original option.

CAPITAL RESOURCES

Year Ended December 31, 2010

The Corporation’s objectives when managing capital are to safeguard the Corporation’s ability to continue as a going concern in order to pursue the development of its mineral properties. The Corporation considers its capital to be shareholders’ equity and working capital. The Corporation manages and adjusts its capital structure when changes to the risk characteristics of the underlying assets or changes in economic conditions occur. To maintain or adjust the capital structure, the Corporation may issue new shares or acquire or dispose of mineral property interests.

In order to facilitate the management of its capital requirements, the Corporation prepares annual expenditure budgets which are revised periodically based on the results of its exploration programs, availability of financing and industry conditions. Annual and materially updated budgets are approved by the Board of Directors.

The Corporation does not pay out dividends in order to maximize cash available for ongoing development expenditures. The Corporation’s investment policy is to invest any excess cash in liquid short-term interest-bearing instruments with maturities one year or less. When utilized, these instruments are selected with regard to the expected timing of expenditures from continuing operations.

It is anticipated that the Corporation will continue to use significant cash resources for mineral property expenditures as exploration and development of the Corporation’s mineral property interests is the primary focus of the Corporation. The Corporation budgets exploration programs carefully to ensure that funds are available when required and that expenditures do not exceed available resources. In the event that cash flows are predicted to exceed available cash, programs would be scaled back to where they could be funded from available cash. The Corporation will continue to sell marketable securities when the price is appropriate.

The Corporation had 79,502,698 issued and outstanding common shares as of December 31, 2010. During the year, there were 5,074,350 warrants and 746,073 options exercised for cash proceeds of $4,313,700 and $426,151 respectively.

On March 2, 2010, the first tranche of a non-brokered private placement closed. Each unit consists of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of one year from the closing of the private placement (the "Closing"), one common share at a price of $0.92 per share. The warrants will contain a provision that will enable the Corporation to force exercise of the warrants if, during the term of any unexercised warrant commencing four months after the Closing, the common shares of the Corporation trade on any exchange for a period of 20 consecutive trading days at a price of $1.40 per share or greater. There were 6,720,000 units issued in the first tranche and the warrants expire on March 2, 2011. In addition, a cash commission of $114,840 was paid and 24,000 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $10,609 which was charged against share issue costs. Net cash proceeds from this placement were $4,320,360.

The second tranche of the placement closed on March 11, 2010. There were 2,372,500 units issued. The

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warrants expire on March 11, 2011. In addition, a cash commission of $73,458 was paid and 111,300 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $54,473 which was charged against share issue costs. The net cash proceeds from this placement were $1,492,392.

On August 10, 2010 the Corporation closed the brokered portion of a private placement for total proceeds of $4,102,800. Each unit was priced at $0.82 and consisted of one common share and one half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $1.15 per share until August 10, 2012. A commission of 6% of gross proceeds ($246,168) was paid and is included in share issue costs. Moreover, a total of 80,693 agent’s warrants, valued at $61,917 and charged against share issue costs, were granted in connection with the placement, each entitling the holder to purchase one common share at a price of $0.82 per share until August 10, 2012.

On August 16, 2010 the Corporation closed the non-brokered portion of the private placement for gross proceeds of $2,332,900. Each unit was priced at $0.82 and consisted of one common share and one half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $1.15 per share until August 16, 2012. The common shares and warrants comprising the units and the common shares issuable upon exercise of the warrants are subject to a four-month hold period expiring December 17, 2010. A cash commission of $126,296 was paid and included in share issue costs in addition to the granting of 154,020 agent’s warrants valued at $118,158 and charged against share issue costs. Each agent’s warrant will entitle the holder to purchase one common share at a price of $0.82 per share until August 16, 2012.

Year Ended December 31, 2009

During the fiscal year ended December 31, 2009, the Corporation used $8,330,702 of its cash resources for operating activities, which included a net loss for the year of $18,684,503. This reflects the emphasis on exploration activity subsequent to the corporate acquisition and the acquisition expenses which totaled $633,875. The Corporation increased cash resources by $90,099 from the sale of marketable securities received as mineral property option proceeds. The Corporation issued 9,000,000 shares for cash proceeds of $4,950,000 pursuant to a brokered private placement. An additional 140,827 shares were issued upon exercise of options for proceeds of $59,552. Total share issue costs were $590,618. As of December 31, 2009, consolidated cash amounted to $1,071,695, an increase of $309,135 from the beginning of the year. Non-cash costs associated with the acquisition were primarily the exchange of Kiska shares for Rimfire shares and the conversion of existing employee stock options to new stock options.

Year Ended December 31, 2008

During the fiscal year ended December 31, 2008, the Corporation used $9,559,189 of its cash resources for operating activities, which included a net loss for the year of $16,260,741. During the year, the Corporation issued 19,552,000 shares for net proceeds of $29,328,000 in a private placement. An additional 1,178,416 shares with a value of $1,440,335 were issued in satisfaction of interest. 18,300 shares with a value of $173,594 were issued pursuant to share purchase options. Total share issue costs were $1,235,721. As of December 31, 2008, consolidated cash amounted to $762,560, a decrease of $1,962,862 from the beginning of the year.

During the fiscal year ended December 31, 2008, the Corporation converted debt to equity by issuing shares in satisfaction of interest and by using the proceeds from a private placement to repay debt. The

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Corporation does not expect to use this strategy in future. Instead the Corporation will arrange private placements to raise the necessary financing for mineral property exploration programs.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Not Applicable.

TREND INFORMATION

The Corporation does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the Corporation’s liquidity either materially increasing or decreasing at present or in the foreseeable future. Material increases or decreases in the Corporation’s liquidity will be substantially determined by the success or failure of the Corporation’s exploration programs or the future acquisition of projects.

Current equity market conditions are somewhat volatile as world economies commence recovery from the global economic crisis. This will make it more challenging for the Corporation to generate cash through the sale of marketable securities. Equity financing will be possible but may result in substantial dilution for current shareholders at current market prices for the Corporation’s shares.

OFF-BALANCE SHEET ARRANGEMENTS

The Corporation does not utilize off-balance sheet arrangements.

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CONTRACTUAL OBLIGATIONS


Contractual Obligations	Payments due by period
	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-Term Debt Obligations	Nil	Nil	Nil	Nil	Nil
Lease Obligations	$ 1,109,065	$ 237,745	489,768	381,552	Nil
Mineral Property Interests – Option Payments ^[1]	104,375	81,875	12,500	10,000	Nil
Mineral Property Interests – Conditional Exploration Commitments ^[1]	5,175,000	75,000	100,000	5,000,000	Nil
Other Long-Term Liabilities ^[2]	477,588	378,483	99,105	Nil	Nil
Total	$ 6,866,028	$ 773,103	$ 701,373	$ 5,391,552	$ Nil

^[1]Mineral property interest costs are contingent on retaining an interest in the property. Most agreements are subject to cancellation without penalty. This table does not include fees which other parties are obligated to pay. Filing fees, which include claim rental fees and tenement taxes, do not have to be paid if the property is forfeited to the appropriate government authority.

^[2]Canadian GAAP requires the Corporation to estimate the asset retirement obligation for each mineral property. The amount on this line is the current mineral property reclamation obligation as shown in the Corporation’s financial statements.

ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS AND SENIOR MANAGEMENT

Jason S. Weber, P. Geo., President, Chief Executive Officer and Director

Port Coquitlam, BC

Jason S. Weber holds a B.Sc. in Geology and is a registered professional geoscientist. Mr. Weber was appointed President and Chief Executive Officer August 5, 2009 after the merger of Geoinformatics and Rimfire. Prior to the merger, Jason held the same position with Rimfire since December of 2007 after serving as Manager, Corporate Communications for Rimfire since December 1999. Mr. Weber is also a director of the Association for Mineral Exploration British Columbia (AME BC), a not-for-profit organization promoting a healthy, sustainable and environmentally sound mineral exploration sector in British Columbia. Jason is also a director of Tatlow Investments and Clear Creek Resources, both of which are private British Columbia corporations.

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Mark E. Baknes, P.Geo, Vice President, Exploration

Duncan, BC

Mark E. Baknes holds a B.Sc. and M.Sc. in Geology and is a registered professional geoscientist. Mr. Baknes was appointed Vice President, Exploration for the Corporation on August 5, 2009 after the acquisition of Rimfire Minerals Corporation. Mr. Baknes was a geologist with Equity Exploration Consultants Ltd., a Vancouver, British Columbia based private mineral resource consulting firm, from 1993 until 2003, when he commenced working full-time for Rimfire as Vice-President, Exploration. Prior to joining Equity, Mr. Baknes worked as a project geologist with Atna Resources Ltd. and Kennecott Canada Exploration Inc.

David A. Caulfield, P. Geo., Co-Chairman and Director

Quadra Island, BC

David A. Caulfield holds a B.Sc. in Geology and is a registered professional geoscientist. Mr. Caulfield has been a principal of Equity Exploration Consultants Ltd., a Vancouver, British Columbia based private mineral resource consulting firm, since 1987. Mr. Caulfield is a Director of Geoscience BC, a not-for-profit organization providing public-private partnerships for geoscience activities in British Columbia. Mr. Caulfield is also the President of Attunga Holdings Inc. and a director of Antioch Investments Ltd., which are private British Columbia corporations. Mr Caulfield is also a director of Evrim Resources Corp.

Bipin Ghelani, C.A., Director

Richmond, BC

Bipin Ghelani has been a Chartered Accountant since 1972, having completed his education in London England. Mr. Ghelani has managed his own accounting firm since 1988. Prior to that, he held senior positions with several international accounting firms including Deloitte & Touche and PricewaterhouseCoopers. Mr. Ghelani is the chair of the Audit Committee for the Corporation and is considered independent as defined by Multilateral Instrument 52-110 (Audit Committees.)

Alan J. Hutchison, Corporate Secretary

North Vancouver, BC

Alan J. Hutchison holds a B.A. and an LL.B. (Bachelors of Laws degree). Mr. Hutchison is a member of the British Columbia Law Society and was called to the British Columbia Bar in 2001. He is currently practicing law in Vancouver as a partner with Fraser Milner Casgrain, LLP (“FMC”). FMC currently provides legal services to the Corporation.

John A. Kanellitsas, Co-Chairman and Director

Sun Valley, ID

John Kanellitsas has been involved in the investment banking and money management industry for over two decades and currently serves as the Chief Operating Officer of Geologic Resource Partners (“GRP”). He joined Sun Valley Gold, LLC in 2002 and was involved in the launch of GRP in 2004. Mr. Kanellitsas was employed by Morgan Stanley & Co. from 1990 through 1999 in various equity sales and capital markets assignments in San Francisco and New York, where he was a Principal. Mr. Kanellitsas has a Masters of Business Administration from University of California at Los Angeles and a BS degree in Mechanical Engineering from Michigan State University. Mr Kanellitsas is Chair of the Compensation Committee for the Corporation.

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George Ireland, Director

Boston, MA

George Ireland is the Chief Investment Officer and Managing Member of the Geologic Resource Partners LLC and Portfolio Manager of the associated Geologic Resource Funds. Mr. Ireland has 30 years of experience in all aspects of the resource sector, ranging from field geology to banking and venture capital. Mr. Ireland founded Geologic Resource Partners LLC in 2004. From 2000 to 2004, he was the general partner of Ring Partners, LP, an investment partnership that later merged with the Geologic Fund. From 1991 to 2000, he was an analyst for Knott Partners LP. Mr. Ireland graduated from Phillips Academy and the University of Michigan with a B.S. degree from the School of Natural Resources. Mr. Ireland also serves on the board of directors of Merrill & Ring Inc, a private timber company in the United States.

Mark T. H. Selby, Director

Toronto, ON

Mark T.H. Selby is Senior Vice President, Business Development of Royal Nickel Corporation. Mr. Selby holds a B.Comm. (Hons.) from Queen’s University and is Principal of Selby & Co., a consulting firm providing advice to mining companies and investors on the outlook for base metals and resource equity valuation. His prior positions include Vice President, Business Planning and Market Research for Quadra Mining Ltd (2008-2010), Assistant Vice-President, Strategic Planning & Business Development (2005-2007) and Director, Market Research (2001-2004) with Inco Limited and Principal at Mercer Management Consulting (1994-2001). Mr. Selby is a member of the Audit Committee for the Corporation.

Geoffrey Chater, Director

Maple Ridge, BC

Geoffrey Chater holds a B.Sc. in geology from Texas Christian University and has over 21 years of experience in the mining industry. Mr. Chater President and CEO of Bearing Resources Ltd and is a principal of Namron Advisors, a corporate communications consultancy. From 1999-2008, Mr. Chater held the position of Manager of Corporate Relations for copper producer First Quantum Minerals Ltd. During his career, Mr. Chater has held similar positions with Greystar Resources Ltd., Nevada Pacific Gold Ltd., Eldorado Gold Corporation, Fairbanks Gold Corporation and Ivanhoe Capital Corporation. Mr. Chater is also a Director of Esperanza Resources Ltd. and Bearing Resources Ltd. Mr Chater is a member of the Audit Committee for the Corporation.

Adrian Rothwell, CA, Chief Financial Officer

North Vancouver, BC

Mr. Rothwell has held senior positions within the mining industry for the last 15 years. Mr. Rothwell holds a Bachelor in Economics from Macquarie University, Sydney, Australia and is a Chartered Accountant with the Institute of Chartered Accountants of British Columbia and Australia. Mr. Rothwell was appointed the Chief Financial Officer of the Corporation effective January 4, 2011 and replaced Ms. Dorothy Miller, CGA.

CERTAIN AFFILIATIONS

Some of the directors of the Corporation are also directors and officers of other corporations. It is possible, therefore, that a conflict may arise between their duties as a director or officer of the

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Corporation and their duties as a director or officer of such companies. All such conflicts must be disclosed by them in accordance with the Business Corporations Act (British Columbia), and they are required to govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

The following directors and officers of the Corporation are also directors, officers or promoters of the following corporations:


Name of Director/Officer	Company	Position	Period
David A. Caulfield	Equity Exploration Consultants Ltd. Evrim Resources Corp. Kaminak Gold Corporation	Director Director Member, Advisory Board	01/87 to present09/10 to present 12/06 to present
John Kanellitsas	Geologic Resource Partners	Chief Operating Officer	04 to present
Mark T.H. Selby	Quadra Mining Ltd. Castle Gold Corporation	Vice President Director	08/08 to 03/10 04/09 to 12/09
George Ireland	Geologic Resource Partners Merrill & Ring Inc.	Chief Investment Officer Director	03/04 to present 01/86 to present
Geoffrey Chater	Esperanza Resources Corp. Valley High Ventures Ltd Greystar Resources Ltd Levon Resources Ltd. Bearing Resources Ltd	Director President & Director Vice President & Director Director CEO & Director	06/10 to present 08/10 to 03/11 04/06 to 06/10 03/11 to 04/11 03/11 to present
Adrian Rothwell	MBMI Resources Inc. Centurion Minerals Limited Nulegacy Gold Corporation	Chief Financial Officer Chief Financial Officer Chief Financial Officer	08/06 to present 06/08 to present 01/11 to present

Mark E. Baknes, David A. Caulfield and Jason S. Weber each devote 100% of their time to the affairs of the Corporation. Adrian Rothwell devotes 80% of his time to the affairs of the Corporation. Bipin Ghelani, John Kanellitsas, George Ireland, Geoffrey Chater and Mark Selby, each allot less than 5% of their time to the Corporation’s business. Alan J. Hutchison allots less than 5% of his time to the affairs of the Corporation in his capacity as Corporate Secretary.

John Kanellitsas and George Ireland are partners of Geologic Resource Partners which as a group controls 29.43% of the common shares of the Corporation.

COMPENSATION

The following tables set forth all annual and long term compensation for services in all capacities to the Corporation and its subsidiaries for the most recently completed fiscal year in respect of each of the individuals who were, as of December 31, 2010, directors and members of its administrative, supervisory or management bodies (collectively the “Named Executive Officers”) including any individual who would have qualified as a Named Executive Officer but for the fact that individual was not serving as such at the end of the most recently completed financial year.

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Summary Compensation Table

Annual Compensation

Long Term Compensation

Awards

Payouts

Name and Principal Position

Fiscal

Year End

Salary

($)

Bonus

($)

Other Annual Comp($)

Common Shares Under Options\

SARs granted

(#)

Restricted Shares or Restricted Share Units ($)

LTIP Payout ($)

All other Compensation

($)

Mark E. Baknes, Vice President

Dec. 2010

$155,000

NIL

225,000

NIL

David A. Caulfield, Co-chairman and Director Business Development ^[1]

Dec. 2010

NIL

240,000

NIL

$160,000^[2]

Bipin Ghelani,Director

Dec. 2010

NIL

$16,000

120,000

NIL

Alan J. Hutchison,Corporate Secretary ^[2]

Dec. 2010

NIL

40,000

NIL

NIL^[2]

John A. Kanellitsas Co-chairmanDirector

Dec. 2010

NIL

$16,000

120,000

NIL

Geoffrey Chater, Director

Dec. 2010

NIL

$8,000

187,500

NIL

George Ireland,Director

Dec. 2010

NIL

$8,000

187,500

NIL

Mark T.H. SelbyDirector

Dec. 2010

NIL

$16,000

110,000

NIL

Jason S. Weber., President, CEO & Director

Dec. 2010

$165,000

NIL

265,000

NIL

Dorothy Miller,CFO ^[3]

Dec. 2010

$ 101,471

NIL

220,000

NIL

^[1]

Pursuant to the terms of a Management Agreement effective January 1, 2010, Equity Exploration Consultants Ltd. was paid the sum of $13,333 per month for the services of Mr. Caulfield. Mr. Caulfield is a director and officer of Equity Exploration Consultants Ltd. Refer to "Management and Consulting Contracts".

^[2]

Alan J. Hutchison is a partner with the law firm of Fraser Milner Casgrain LLP and provides ongoing legal services to the Corporation. During the fiscal year ended December 31, 2009, the Corporation paid the firm of Fraser Milner Casgrain LLP $110,329 for legal services and disbursements which constitutes less than one percent of the firm’s gross billings.

^[3]

Dorothy Miller served as CFO of the Corporation until her resignation on January 4, 2011. Adrian Rothwell, CA was appointed CFO, effective January 4, 2011 and is not included in the table above as he received no remuneration for the stated period.

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As at December 31, 2010, the Corporation has granted rights to purchase or acquire an aggregate of 6,034,827 Common Shares pursuant to share purchase options, including the options listed below. The closing market price of the Common Shares on March 31, 2011 as traded on the TSX Venture Exchange was $0.93.

Outstanding Director and Officer Stock Options as at December 31, 2010

Name of Optionees

No. of Common Shares Subject to Option (#)

Date of Grant

Exercise Price

Expiry Date

Market Value on Date of Grant

Mark E. Baknes

87,00013,05013,05013,0508,70017,400100,000

225,000

July 17, 2006Jan. 11, 2007July 16, 2007Dec. 10, 2007July 16, 2008Dec. 19, 2008Dec. 15, 2009

12 July, 2010

1.902.292.241.840.980.170.90

0.87

July 17, 2011Jan. 11, 2012July 16, 2012Dec. 10, 2012July 16, 2013Dec. 19, 2013Dec. 15, 2014

July 12, 2015

1.902.292.241.840.980.170.90

0.87

David A. Caulfield

130,50021,75043,5008,7008,70030,450105,000

240,000

July 17, 2006Jan. 11, 2007July 16, 2007Dec. 10, 2007July 16, 2008Dec. 19, 2008Dec. 15, 2009

July 12, 2010

1.902.292.241.840.980.170.90

0.87

July 17, 2011Jan. 11, 2012July 16, 2012Dec. 10, 2012July 16, 2013Dec. 19, 2013Dec. 15, 2014

July 12, 2015

1.902.292.241.840.980.170.90

0.87

Bipin A. Ghelani

21,7508,7008,7008,70013,05095,000

120,000

July 17, 2006Jan. 11, 2007July 16, 2007Dec. 10, 2007Dec. 19, 2008Dec. 15, 2009

July 12, 2010

1.902.292.241.840.170.90

0.87

July 17, 2011Jan. 11, 2012July 16, 2012Dec. 10, 2012Dec. 19, 2013Dec. 15, 2014

July 12, 2015

1.902.292.241.840.170.90

0.87

Alan J. Hutchison

21,7504,3504,35025,000

40,000

July 16, 2007Dec. 10, 2007July 16,2008Dec. 15, 2009

July 12, 2010

2.241.840.980.90

0.87

July 16, 2012Dec. 10, 2012July 16, 2013Dec. 15, 2014

July 12, 2015

2.241.840.980.90

0.87

John A. Kanellitsas

333,33395,000

120,000

March 19, 2009Dec. 15, 2009

July 12, 2010

0.450.90

0.87

March 19, 2014Dec. 15, 2014

July 12, 2015

0.450.90

0.87

George Ireland

125,000

62,500

June 25, 2010

July 12, 2010

1.00

0.87

June 25, 2015

July 12, 2015

1.00

0.87

Dorothy G. Miller

43,5008,70013,05013,050100,000

110,000

July 17, 2006Jan. 11, 2007July 16, 2007Dec. 10, 2007Dec. 15, 2009

July 12, 2010

1.902.292.241.840.90

0.87

July 17, 2011Jan. 11, 2012July 16, 2012Dec. 10, 2012Dec. 15, 2014

July 12, 2015

1.902.292.241.840.90

0.87

Geoffrey Chater

125,000

62,500

June 25, 2010

July 12, 2010

1.00

0.87

June 25, 2015

July 12, 2015

1.00

0.87

Mark T. H. Selby

65,25085,000

110,000

March 1, 2009Dec. 15, 2009

July 12, 2010

0.250.90

0.87

March 1, 2014Dec. 15, 2014

July 12, 2015

0.250.90

0.87

Jason Weber

21,7508,70013,050108,75013,05030,450135,000

265,000

July 17, 2006Jan. 11, 2007July 16, 2007Dec. 10, 2007July 16, 2008Dec. 19, 2008Dec. 15, 2009

July 12, 2010

1.902.292.241.840.980.170.90

0.87

July 17, 2011Jan. 11, 2012July 16, 2012Dec. 10, 2012July 16, 2013Dec. 19, 2013Dec. 15, 2014

July 12, 2015

1.902.292.241.840.980.170.90

0.87

Total

3,504,833

In addition to the share purchase options granted to Directors and Senior Officers of the Corporation, as listed in the preceding table, the Corporation issues options to employees of the Corporation and persons who provide ongoing services to the Corporation under an incentive stock option plan. Under the plan the Corporation had reserved a total of 7,951,770 shares as of December 31, 2010, for the issue of share purchase options. The exercise price of share purchase options is no less than the closing price of the shares on the business day immediately preceding the date on which the option is granted. Options expire no later than five years from the grant date, except that they will expire within ninety days when the holder is no longer qualified to hold the option (other than for cause, when the option will expire immediately). Individual grants vest over two years with one-half vesting immediately, one-quarter vesting on the first anniversary date of the grant and the remaining one-quarter vesting on the second anniversary date. Individual grants of up to 30,000 shares vest immediately. Shareholders must approve the stock option plan at each annual general meeting, which allows a maximum of 10% of the Corporation’s issued and outstanding shares to be reserved for stock options. Options are granted at the discretion of the board of directors.

As of December 31, 2010, there are sixteen employees who have been granted stock options in the aggregate amount of 2,399,994 options at exercise prices ranging from $0.17 to $7.50 with expiry dates between March 2011 and July 2015. Of the reserved shares, 1,916,943 remained available for stock option grants.

Defined Benefit or Actuarial Plan Disclosure

The Corporation has no defined benefit or actuarial plans.

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Termination of Employment, Changes in Responsibility and Employment Contracts

The Corporation has signed employment contracts between the Corporation and the Chief Executive Officer and the Vice President, Exploration. The contracts provide that in the event of the termination of employment or in the event of a change in responsibilities following a change of control, these officers will receive a severance package which will include eighteen months of base salary and benefits. No payment is provided in the case of a change of control which does not include termination or constructive dismissal of the officer. In the event of a termination not associated with a change of control, the officer will be entitled to a payment equivalent to twelve months of base salary and benefits.

Management and Consulting Contracts

The Corporation has entered into a management agreement effective January 1, 2010 with Equity, pursuant to which Equity will furnish the services of David A. Caulfield Director, Business Development, for the sum of $13,333 per month less reasonable costs for rental of a furnished office to Mr. Caulfield. The agreement is for a term of one year with provision for a one year extension at the Corporation’s option, and may be terminated by the Corporation on six months’ notice. Equity is not at arm’s length to the Corporation as one of the principals of Equity is David A. Caulfield, who is a director of the Corporation.

Equity Exploration Consultants Ltd. provides geological consulting services to the Corporation on an individual project basis. On an on-going basis, Equity provides property evaluation services to the Corporation at standard commercial rates. These rates are the same as those charged to unrelated third parties. As exploration projects for a particular property are defined, a specific contract for consulting services related to that project is entered into. During the fiscal year ended December 31, 2010, there were no such projects.

Compensation of Directors

Commencing in 2010, non-executive directors were paid a quarterly stipend of $4,000 for their services as directors in addition to the grant of incentive stock options on a semi-annual basis. There is no additional cash remuneration for the Chair of any committee or for the Chairman of the Board.

Proposed Compensation

The Corporation has determined the amount of compensation to be granted to directors and Named Executive Officers for the 12 months beginning January 1, 2011 as follows:


	Monthly	Yearly
Mark E. Baknes	$ 14,208	$ 170,500
David A. Caulfield ^[1]	14,666	175,992
Adrian Rothwell ^[2]	9,750	117,000
Jason Weber	15,125	181,500

^[1]

Paid to Equity Exploration Consultants Ltd. pursuant to the terms of management agreement, effective January 1, 2011.

^[2]

Employed for 0.8 full-time equivalent hours.

Except as disclosed above, the Corporation has no standard arrangement pursuant to which Named Executive Officers or directors of the Corporation are compensated by the Corporation for their services, except for the granting from time to time of incentive stock options in accordance with policies of the TSX Venture Exchange.

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BOARD PRACTICES

The directors of the Corporation are elected by the Corporation shareholders at the Corporation’s Annual General Meetings. A director of the Corporation holds his respective position until the earlier of his resignation or his replacement at a subsequent Annual General Meeting of the Corporation. The Articles of the Corporation permit appointment of directors so long as the number appointed does not exceed one-third of the number elected by the shareholders at the previous Annual General Meeting.

All corporate matters outside of the ordinary course of business must be approved by the Corporation’s board of directors. The Corporation’s audit committee consists of three directors who review the Corporation’s financial statements prior to such statements being submitted to the entire board of directors for approval. The members of the audit committee are Bipin Ghelani, Geoffrey Chater, and Mark T.H. Selby. The Corporation’s Compensation committee is comprised of the following independent directors: Bipin Ghelani, Geoffrey Chater, John Kanellitsas, George Ireland and Mark T.H. Selby. The committee meets on an annual basis to review management performance and compensation. Recommendations from the committee are referred to the entire board of directors at the budget review meeting for approval. The Chief Executive Officer, in consultation with the Chief Financial Officer, determines compensation of staff members who are not executive officers.

The Audit Committee performs an oversight role for the board by:

Reviewing the appointment of the Chief Financial Officer and any other key financial personnel.

Reviewing, with management and the external auditor, the adequacy and effectiveness of the Corporation’s systems of internal control and the adequacy and timeliness of its financial reporting processes.

Reviewing the annual audited financial statements, unaudited quarterly financial statements, management discussion and analysis reports and other financial reporting documents prior to filing or distribution, including financial matters required to be reported under applicable legal or regulatory requirements.

Where appropriate and prior to release, reviewing and approving any other news releases that contain significant financial information that has not previously been released to the public.

Reviewing the Corporation’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application.

Recommending to the Board and shareholders the external auditor selected to examine the Corporation’s accounts and financial statements.

Approving all audit engagement terms and fees and pre-approving all non-audit and assurance services to be performed by the auditor.

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EMPLOYEES

The Corporation has sixteen full-time employees, fifteen located at the head office, one located at the Anchorage office in Alaska.. There are no contracts or collective agreements between the Corporation and any labor union or similar organization. The Corporation expects to employ a number of temporary employees during the Whistler exploration program which has just commenced. The average will be approximately 10 temporary employees for the three month duration of the program.

SHARE OWNERSHIP

The following table sets forth security ownership of each of the directors and officers of the Corporation as at March 31, 2011.

Name,

Municipality of Residence

Number of Common Shares of the Corporation beneficially owned or directly/indirectly controlled

Percentage of Issued Share Capital

Mark E. Baknes, P.Geo.

Westholme, BC

Vice-President, Exploration

Common Shares: 522,517 ^[1]

Options: 597,250 ^[2]

Warrants: 5,000

0.78%

David A. Caulfield, P. Geo.

Quadra Island, BC

Co-Chairman of the Board, Director

Common Shares: 752,641 ^[1]

Options: 708,600 ^[2]

Warrants: Nil ^[3]

1.06%

Bipin Ghelani, C.A.

Richmond, BC

Director

Common Shares: 114,360 ^[1]

Options: 335,900 ^[2]

Warrants: Nil

0.17%

Alan Hutchison

North Vancouver, BC

Corporate Secretary

Common Shares: 58,500 ^[1]

Options: 95.450 ^[2]

Warrants: Nil ^[3]

0.05%

John Kanellitsas

Sun Valley ID

Co-Chairman of the Board, Director

Common Shares: 175,000 ^[1]

Options: 608,333 ^[2]

Warrants: 12,500 ^[3]

0.15%

Mark T.H. Selby

Toronto ON

Director

Common Shares: 35,000 ^[1]

Options: 320,250 ^[2]

Warrants: 15,000 ^[3]

0.03%

Geoffrey Chater

Maple Ridge, BC

Director

Common Shares: 25,000 ^[1]

Options: 247,500 ^[2]

Warrants: 12,500 ^[3]

0.03%

George Ireland

Boston, Mass.

Director

Common Shares: 435,799 ^[1]

Options: 247,500 ^[2]

Warrants: 97,500 ^[3]

0.77%

Jason S. Weber

Port Coquitlam, BC

President, Chief Executive Officer,Director

Common Shares: 200,515 ^[1]

Options: 715,750 ^[2]

Warrants: 15,000 ^[3]

0.28%

Adrian Rothwell

North Vancouver, BC

Chief Financial Officer

Common Shares: 19,000 ^[1]

Options: 120,000 ^[2]

Warrants: 5,000 ^[3]

0.02%

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^[1]

Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at March 31, 2011, based upon information furnished by the respective shareholders.

^[2]

Stock Options entitle the holder to purchase Common Shares in the capital of the Corporation at a fixed price for a specific period of time. Stock options do not carry any voting rights. Details of stock options held by the directors and officer of the Corporation are set out under "Options and Other Rights to Purchase Shares - Outstanding Stock Options."

^[3]

Warrants entitle the holder to purchase Common Shares in the capital of the Corporation at a fixed price for a specific period of time. Warrants do not carry any voting rights.

Of the shares beneficially held by David Caulfield, 269,791 are registered in the name of Attunga Holdings Inc., a private British Columbia corporation controlled by David Caulfield. Of the shares beneficially held by Jason Weber, 17,400 shares are beneficially held by family trusts controlled by Jason Weber. Of the shares beneficially held by Adrian Rothwell, 10,000 are registered in the name of Blaxland Pacific Management Corp., a private British Columbia corporation controlled by Adrian Rothwell.

ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

The following table sets forth security ownership of those parties owning five percent (5%) or more of the outstanding common shares of the Corporation as at March 31, 2011.


Name, Municipality of Residence	Number of Common Shares of the Corporation beneficially owned or directly/indirectly controlled	Percentage of Issued Share Capital
The Canadian Depository for Securities Limited (“CDS”)Toronto, ON	Common Shares: 79,500,067	80.53%
Depository Trust Company (“DTC”)New York, NY	Common Shares: 6,513,222	6.69%
Geologic Resource Partners^[1]	Common Shares: 28,659,485 Warrants: 1,829,268	29.43%

^[1] Geologic Resource Partners includes holdings of the related funds: Geologic Resource Fund LP, Geologic Resource Fund Ltd, Geologic Resource Opportunities Fund LP, and Geologic Resource Opportunities Fund Ltd. Some of these holdings may be included in CDS and DTC listings. John Kanellitsas and George Ireland are partners in Geologic Resource Partners.

The voting rights attached to all shares of the Corporation are equal. No shareholder or group of shareholders holds or is entitled to exercise any preferential voting rights with respect to shares of the Corporation.

The only significant change in ownership over the past three fiscal years is the Geologic Resource Partners (“GRP”) position. In October 2008, the Corporation issued shares to GRP to repay the Convertible Facility and in satisfaction of interest thereon. This resulted in GRP holding approximately 85% of the Corporation’s issued and outstanding shares. Upon completion of the acquisition of Rimfire Minerals Corporation, this was reduced to 45% and further reduced by a private placement and exercise of options and warrants to the current 29.43%.

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There are no arrangements, known to the Corporation, the operation of which may at a subsequent date result in a change in control of the Corporation.

As of March 31, 2011 there were 69 United States registered holders representing 17,230,017 common shares of the Corporation which equals 17.70% of the Corporation’s issued and outstanding shares. There were 2 non-North American holders representing 106,000 common shares (0.11%).

RELATED PARTY TRANSACTIONS

(a) Equity Exploration Consultants Ltd. (“Equity”)

As at March 31, 2011, the Corporation was indebted to Equity Exploration Consultants Ltd. and Equity Geoscience, Ltd. (collectively “Equity”), in the amount of $15,490 for consulting services provided by Equity. Equity is not at arm's length to the Corporation, as one of the principals of Equity is David A. Caulfield, a director of the Corporation. It is anticipated that Equity will continue to provide geological consulting services to the Corporation from time to time, and Equity will be remunerated for such services at Equity’s standard commercial rates. Fees charged to the Corporation by Equity are on the same basis as those charged by Equity to unrelated third parties.

During the first quarter of 2011, the Corporation paid Equity $557 for geological consulting services and $44,000 for providing management services.

During the year ended December 31, 2010, the Corporation was indebted to Equity in the amount of $15,946 for project expenses and consulting services provided by Equity to the Corporation. During the year ended December 31, 2010, the Corporation paid Equity $173,598 for providing management services, which has been included in consulting and outsourced services and $26,901 included in exploration expenditures on the Statement of Operations and Comprehensive Loss.

(b) Mineral Property Interests

One of the directors, David Caulfield, indirectly owns 11% of a 7.5 to 15% Net Profits Interest (“NPI”) in the Wernecke Breccia property (Note 6 to Consolidated Financial Statements – see Item 17). The claims were originally staked and explored by Antioch Investments Ltd. and Equity Exploration Consultants Ltd., in which he holds an interest. When the property was sold to Newmont and NVI Mining Ltd, these companies retained an NPI of varying amounts depending on the claim group.

(c) Due to related party

Except as disclosed above, to March 31, 2011, no insider of the Corporation, director or officer, or associate or affiliate of such persons, has or has had any material beneficial interest in any transaction or in any proposed transaction, which has or will materially affect the Corporation. The Corporation has not made any loans (including guarantees of any kind) to or for the benefit of any of the directors, officers, employees or related parties.

INTERESTS OF EXPERTS AND COUNSEL

Not Applicable.

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ITEM 8 FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The following financial statements are attached and incorporated herein:

Description of Statements

Consolidated Balance Sheets for the fiscal years ended December 31, 2010 and 2009

Consolidated Statements of Operations, Consolidated Statements of Cash Flows,

Consolidated Statements of Comprehensive Loss,

Consolidated Statements of Shareholders’ Equity, and

Consolidated Statements of Mineral Property Expenditures

all for the fiscal years ended December 31, 2010, 2009, and 2008

Notes to Consolidated Financial Statements

Management Discussion and Analysis for the year ended December 31, 2010

There are no legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or have had in the recent past, significant effects on the Corporation's financial position or profitability.

The Corporation has not paid any dividends since its incorporation and does not anticipate the payment of dividends in the foreseeable future. At present, the Corporation’s policy is to retain earnings, if any, to finance exploration on its properties. The payment of dividends in the future will depend upon, among other factors, the Corporation’s earnings, capital requirements and operating conditions.

ITEM 9 THE OFFER AND LISTING

OFFER AND LISTING DETAILS

The Common Shares of the Corporation are traded in Canada under the stock symbol "KSK" on the TSX Venture Exchange and under the stock symbol "KSKTF" on the OTC Bulletin Board in the United States. Pursuant to the Corporation’s prospectus issued on March 17, 2011, warrants of the Corporation are also traded in Canada under the stock symbol "KSK.WT" on the TSX Venture Exchange. The Corporation is not listed for trading on any securities exchange in the United States. The following table sets forth the high and low closing bid prices of the Corporation’s common shares, in Canadian dollars, and trading volume of the common shares on the TSX Venture Exchange (“TSX-V”) and the OTC Bulletin Board (“OTC-BB”) for the period January 1, 2010 to March 31, 2011. All prices are converted to Canadian dollars at the closing rate for the relevant period.


Most recent 6 months	High		Low		Volume
	TSX-V	OTC-BB	TSX-V	OTC-BB	TSX-V	OTC-BB
October 1-31, 2010	$ 1.38	$ 1.31	$ 1.06	$ 1.03	6,793,730	788,736
November 1-30, 2010	1.74	1.75	1.17	1.17	6,728,899	1,196,047
December 1-31, 2010	1.56	1.54	1.15	1.15	4,730,381	1,994,715
January 1-31, 2011	1.38	1.39	1.05	1.06	6,419,576	1,448,978
February 1-28, 2011	1.38	1.41	1.06	1.08	3,229,797	970,798
March 1-31, 2011	1.27	1.31	0.92	0.95	8,721,103	1,595,931


Fiscal 2009	High		Low		Volume
	TSX-V	OTC-BB	TSX-V	OTC-BB	TSX-V	OTC-BB
First Quarter	$ 0.89	n/a	$ 0.33	n/a	588,062	n/a
Second Quarter	0.87	n/a	0.33	n/a	362,140	n/a
Third Quarter	0.81	0.75	0.51	0.53	2,478,796	458,506
Fourth Quarter	1.16	1.18	0.67	0.65	5,358,222	731,708


Fiscal 2010	High		Low		Volume
	TSX-V	OTC-BB	TSX-V	OTC-BB	TSX-V	OTC-BB
First Quarter	$ 1.13	$ 1.11	$ 0.65	$ 0.64	6,533,211	1,379,507
Second Quarter	1.26	1.25	0.87	0.81	7,264,632	1,504,048
Third Quarter	1.21	1.18	0.75	0.51	13,159,159	2,341,467
Fourth Quarter	1.74	1.75	1.06	1.03	18,253,010	3,979,498


Fiscal 2011	High		Low		Volume
	TSX-V	OTC-BB	TSX-V	OTC-BB	TSX-V	OTC-BB
First Quarter	$ 1.38	$ 1.41	$ 0.92	$ 0.95	18,370,476	4,015,707

The following table sets forth the high and low closing bid prices, in Canadian dollars, and trading volume of the common shares on the TSX Venture Exchange and the OTC Bulletin Board for the last five fiscal years. (Expressed in Canadian dollars)


Fiscal Year ending	High		Low		Volume
	TSX-V	OTC-BB	TSX-V	OTC-BB	TSX-V	OTC-BB
December31, 2010	$ 1.74	$ 1.75	$ 0.65	$ 0.51	45,210,012	9,204,520
December31, 2009	1.16	1.18	0.33	0.53	10,738,722	1,190,214
December31, 2008	12.45	n/a	0.60	n/a	37,12,114	n/a
December31, 2007	9.00	n/a	3.45	n/a	2,232,820	n/a
December31, 2006	8.40	n/a	4.05	n/a	138,203	n/a

The following table sets forth the high and low closing bid prices of the Corporation’s warrants, in Canadian dollars, and trading volume of the warrants on the TSX Venture Exchange (“TSX-V”) for the period from listing the warrants on March 17, 2011 to March 31, 2011.


Most recent 6 months	High	Low	Volume
October 1-31, 2010	$ -	$ -	-
November 1-30, 2010	-	-	-
December 1-31, 2010	-	-	-
January 1-31, 2011	-	-	-
February 1-28, 2011	-	-	-
March 1-31, 2011	0.235	0.235	2,000

ITEM 10 ADDITIONAL INFORMATION

NOTICE OF ARTICLES AND ARTICLES OF ASSOCIATION

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Columbia to the Yukon and thereafter underwent a series of name changes: “Aegean Gold Inc.” (April 26, 1999), “Aegean International Gold Inc.” (December 8, 1999) and “MinRes Resources Inc.” (October 20, 2003). On January 28, 2005, Geoinformatics Explorations Limited (“GEL”) completed a reverse takeover of the Corporation, following which, on February 1, 2005, the name of the Corporation was changed to “Geoinformatics Exploration Inc.” Pursuant to the reverse takeover, GEL changed its name to 2012860 Ontario Limited and became a wholly-owned subsidiary of Geoinformatics.

Pursuant to the requirements of the Business Corporations Act (British Columbia), a director of the Corporation must declare any interest in and abstain from voting on any board of directors’ resolution relating to any matter in which such director has a material interest. In addition, the policies of the TSX Venture Exchange require that all employment, consulting or other compensation agreements between a company and its officers or directors be considered and approved by the disinterested member of the board of directors or a committee of independent directors.

Pursuant to the requirements of the Business Corporations Act (British Columbia), and the Corporation’s Articles, the board of directors of the Corporation may exercise the general power to borrow on behalf of the Corporation in any manner deemed to be in the best interest of the Corporation and its shareholders. Whether exercising this general borrowing power or otherwise, the directors of the Corporation are under a fiduciary duty at all times to act honestly and in the best interest of the Corporation’s shareholders.

Pursuant to the requirements of the Business Corporations Act (British Columbia), a person must be not less than 18 years of age to act as a director of a Yukon company. There are no requirements under the Business Corporations Act (British Columbia), or the Corporation’s Articles that a director be a shareholder of the Corporation.

The Common Shares are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the Common Shares. All of the Common Shares rank equally with respect to all benefits which might accrue to the holders including any redemption of shares or the division of corporate assets in the event of liquidation. There are no sinking fund provisions or any provisions discriminatory or advantageous to shareholders controlling a specific number of Common Shares. Subject to the requirements of the Business Corporations Act (British Columbia), the rights or restrictions on any class of shares may be amended by ordinary resolution of the shareholders of the Corporation.

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The Annual General meeting for the Corporation must be held at least once in each calendar year and not more than 15 months after the last annual meeting at such time and place as may be determined by the directors. The Corporation must send notice of the date, time, and location of any meeting to each shareholder entitled to attend the meeting at least 21 days before the meeting. The directors may set a record date for the purpose of determining shareholders entitled to notice of any meeting. The record date must not precede the meeting date by more than two months or fewer than 21 days. The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person invited by the directors is entitled to attend a meeting of the shareholders but that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy-holder entitled to vote at the meeting.

If the meeting of shareholders is to consider special business, the notice must state the general nature of the special business and attach a copy of any document to be ratified. If a copy of the document is not attached, it must be available for inspection by shareholders at the Corporation’s records office.

There are no limitations on the rights of share ownership including the rights of non-resident or foreign shareholders to hold shares or exercise voting rights for those shares. There is no provision for an ownership threshold above which shareholder ownership must be disclosed to the Corporation.

There is no provision in the Corporation’s articles of association that would have an effect of delaying, deferring or preventing a change in control of the Corporation and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Corporation. None of the provisions in the Corporation’s articles of association is significantly different from those applying to all corporations within British Columbia, nor are the conditions imposed by the Corporation’s articles of association governing changes in share capital more stringent than is required by law.

MATERIAL CONTRACTS

On March 9, 2009, the Corporation negotiated a $2.6 million line of credit with Geologic Resource Partners LLP (“GRP”), bearing an annual interest rate of 15% payable on maturity. The line of credit matures on September 30, 2010. On March 27, 2009, the Corporation drew $1 million under the line of credit and on June 8, 2009 drew a further $750,000. This line of credit agreement incorporated herein by reference to Exhibit 4.31 of the Corporation’s transition report on Form 20-F filed with the Commission on EDGAR effective April 23, 2010. The entire amount of note payable including accrued interest of $71,712 was repaid on August 5, 2009.

On May 15, 2009, the Corporation and Kennecott entered into a partial termination agreement and a first amendment to the partial termination agreement (collectively, the “Partial Termination Agreement”), whereby the parties terminated the provisions of the Master Agreement with respect to the requirements to form strategic alliances on possible targets in certain regions. The Master Agreement and Standardization Agreement will still apply to the existing projects and to the areas of interest set out in the Partial Termination Agreement. The Partial Termination Agreement and first amendment thereto are incorporated herein by reference to Exhibit 4.32 of the Corporation’s transition report on Form 20-F filed with the Commission on EDGAR effective April 23, 2010.

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On June 11, 2009, the Corporation and Rimfire Minerals Corporation (“Rimfire”) executed the definitive acquisition agreement (the “Acquisition Agreement”) to complete a business combination by way of a statutory plan of arrangement. Pursuant to the terms and conditions of the Acquisition Agreement, the Corporation agreed to acquire all of the issued and outstanding shares of Rimfire at an exchange ratio of 0.87 Shares per common share of Rimfire (following a consolidation of the Corporation’s Shares on the basis of three (3) old shares for one (1) new share). The Acquisition Agreement also provided for the Corporation’s change of name to Kiska Metals Corporation, and is incorporated herein by reference to the Corporation’s Form 6-K furnished to the Commission on EDGAR effective June 19, 2009.

The Amended Standardization Agreement requires Kennecott to make a decision on whether or not to exercise its rights upon completion of an exploration program consisting of 341 line kilometres of induced polarization geophysics and drilling of at least 20 holes with a minimum depth of 200 metres per hole for at least 7,000 meters of drilling in aggregate. The work program is to be supervised by a technical committee comprised of two geoscientists from each of Kiska and Kennecott. Upon completion of the program and presentation of a report, Kennecott must elect to either:

(A) within 90 days, (i) relinquish its back-in right and revert to a 2% NSR; or (ii) exercise its back-in right on the project to earn an initial 51% interest by refunding two times the Corporation’s total qualifying exploration expenditures; or

(B) within 30 days agree to conduct a supplemental drill program at Kennecott’s own cost. The supplemental drill program can take up to 180 days to complete, but within 30 days of the receipt of the final assay results from the program, Kennecott must then make a final decision on whether to exercise or relinquish its back-in rights, as described above. If Kennecott elects to back-in after the supplemental program, Kennecott can offset the costs of the supplemental program to a maximum of 6% of two times Geoinformatics’ total exploration costs. The Amended Standardization Agreement is incorporated herein by reference to Exhibit 4.34 of the Corporation’s transition report on Form 20-F filed with the Commission on EDGAR effective April 23, 2010.

The Corporation entered into a management agreement effective January 1, 2009 with Equity Exploration Consultants Ltd. (“Equity”) to provide the services of David A. Caulfield as Director, Business Development for the Corporation. The agreement was revised effective January 1, 2010 to increase the payment to $13,333 per month and on January 1, 2011 to increase the payment to $14,666 per month. The agreement is for a term of one year with provision for a one year extension at the Corporation’s option, and may be terminated by the Corporation on six months’ notice. Equity is not at arm’s length to the Corporation as one of the principals of Equity is David A. Caulfield who is a director of the Corporation. This Management Agreement is incorporated herein by reference to Exhibit 4.30 of this annual report on Form 20-F.

On March 23, 2011, the Corporation and Computershare Trust Company of Canada, as warrant agent, entered into a warrant indenture (the "Indenture") in connection with an equity financing of the Corporation. Pursuant to the Indenture, the Corporation authorized the issuance of 7,532,500 share

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purchase warrants, with each share purchase warrant being exercisable into one common share of the Corporation at an exercise price of CDN$1.60, subject to adjustment as provided in the Indenture, until March 23, 2013. The Indenture is filed as Exhibit 4.35 of this annual report on Form 20-F.

The Corporation’s ordinary course of business involves contracts to acquire or dispose of mineral property interests. Each of these contracts is detailed in the description of the mineral property interests presented in Item 4 under the subheading “Property, Plants and Equipment.”

EXCHANGE CONTROLS

There are no government laws, decrees or regulations in Canada relating to restrictions on the import/export of capital, or affecting the remittance of interest, dividends or other payments to non-residential holders of the Corporation’s shares. Any such remittances to United States residents, however, may be subject to a 15% tax pursuant to Article X of the reciprocal tax treaty between Canada and the United States. The applicable rate is dependent on the type of entity receiving the dividends. See this Item 10, Taxation subheading, below.

The Investment Canada Act (the “Act”), which became effective on June 30, 1985, requires a non-Canadian making an investment to acquire control, directly or indirectly, of a Canadian business, to file a notification or an application for review with Investment Canada. An application for review must be filed if the investor is not a citizen or resident of a World Trade Organization member country and the investment is over $50,000,000.00 or, if the investor is a citizen or resident of a World Trade Organization member country and the investment is over $179,000,000.00. For all acquisitions of a Canadian business which does not meet the threshold criteria for filing an application for review, the Act requires the investor to file a notification.

The provisions of the Act are complex, and the above is a limited summary of the main provision of the Act. Any non-Canadian citizen contemplating an investment to acquire control of the Corporation is encouraged to consult professional advisors as to whether and how the Act might apply.

For the purposes of the Act, direct acquisition of control means a purchase of the voting interests of a corporation, partnership, joint venture or trust carrying on a Canadian business, or any purchase of all or substantially all of the assets used in carrying on a Canadian business. An indirect acquisition of control means a purchase of the voting interest of a corporation, partnership, joint venture or trust, whether a Canadian or foreign entity, which controls a corporation, partnership, joint venture or trust company carrying on a Canadian business in Canada.

Except as provided in the Act, there are no limitations under the laws of Canada, the Yukon Territory or in the charter or any other constituent documents of the Corporation on the right of foreigners to hold and/or vote the shares of the Corporation.

As a result of the Canada - U.S. Free Trade Agreement, the Act was amended in January, 1989 to provide distinct threshold levels for Americans who acquire control of a Canadian business.

A “Canadian business” is defined in the Act as a business carried on in Canada that has a place of business in Canada, an individual or individuals in Canada who are employed or self-employed in connection with the business, and assets in Canada used in carrying on the business.

An “American”, as defined in the Act, includes: an individual who is an American national or a lawful permanent resident of the United States; a government or government agency of the United States; an

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American-controlled entity, corporation or limited partnership; and a corporation, limited partnership or trust which is not controlled in fact through ownership of its voting interests in which two-thirds of its board of directors, general partners or trustees, as the case may be, are any combination of Canadians and Americans.

The following investments by a non-Canadian are subject to review by Investment Canada:

all direct acquisitions of control of Canadian businesses with assets of $5 million or more;

all indirect acquisitions of control of Canadian businesses with assets of $50 million or more, if such assets represent less than 50% of the value of the assets of the entities, the control of which is being acquired; and

all indirect acquisitions of control of Canadian businesses with assets of $5 million or more, if such assets represent more than 50% of the value of the assets of the entities, the control of which is being acquired.

Review by Investment Canada is required when investments by Americans exceed $150 million for direct acquisitions of control.

The acquisition of certain Canadian businesses is excluded from the higher threshold set out for Americans. These excluded businesses include oil, gas, uranium, financial services (except insurance); transportation services and cultural services (i.e.: the publication, distribution or sale of books, magazines, periodicals [other than printing or typesetting businesses], music in print or machine readable form, radio, television, cable and satellite services; the publications, distributions, sale and exhibitions of film or video recordings or audio or video music recordings). Direct or indirect acquisitions of control of these excluded businesses are reviewable at the $5 million and $50 million thresholds.

A non-Canadian will not implement an investment reviewable under the Act unless the investment has been reviewed and the Minister responsible for Investment Canada is satisfied or is deemed to be satisfied that the investment is likely to be of net benefit to Canada. The factors to be taken into account include:

the effect of the investment on the legal and economic activities in Canada, including the effect on employment and resource processing, on the utilization of particular components and services produced in Canada, and on exports from Canada;

the degree and significance of participation by Canadians in the Canadian business;

the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada;

the effect of the investment on competition within an industry or industries in Canada and will such industry or industries be significantly affected by the investment; and

the compatibility of the investment with national industrial economic or cultural policies enunciated by the federal government or legislation of the legislature or government of any Province.

If the Minister is not satisfied that the investment is likely to be a net benefit to Canada, the non-Canadian will not implement the investment or, if the investment has been implemented, will divest itself of control of the business that is the subject of the investment.

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A non-Canadian or American making the following investments: (i) an investment to establish a new Canadian business; or, (ii) an investment to acquire control of a Canadian business which investment is not subject to review under the Act; must notify Investment Canada, within prescribed time limits, of such investments.

TAXATION

Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of common shares of the Corporation for a shareholder of the Corporation who is not resident in Canada and who is resident in the United States. It is based on the current provisions of the Income Tax Act (Canada) (the “Tax Act”) and the regulations thereunder. The provisions of the Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980) (the ”Tax Treaty”). This discussion is general only and is not a substitute for independent advice from a shareholder’s own tax advisor. Management of the Corporation considers that the following discussion fairly describes the principal and material Canadian federal income tax consequences applicable to shareholders of the Corporation who are residents of the United States and are not residents of Canada and do not hold, and are deemed not to hold, shares of the Corporation in connection with carrying on a business in Canada (a “non-resident”).

Generally, dividends paid by Canadian corporations to non-resident shareholders are subject to a withholding tax of 25% of the gross amount of such dividends. However, Article X of the Tax Treaty between Canada and the United States reduces the withholding tax on the gross amount of dividends paid to residents of the United States to 15%. When a U.S. corporation owns at least 10% of the voting stock of the Canadian corporation paying the dividends, the withholding tax rate on the gross amount of dividends is reduced to 5%.

A non-resident who holds shares of the Corporation as capital property will not be subject to tax on capital gains realized on the disposition of such shares unless such shares are “taxable Canadian Property” within the meaning of the Tax Act, and no relief is afforded under any applicable tax treaty.

The shares of the Corporation will be taxable Canadian property of a non-resident if at any time during the five year period immediately preceding a disposition by the non-resident of such shares not less than 25% of the issued shares of any class of the Corporation are owned by or considered to be owned by (a) the non-resident, (b) persons with whom the non-resident does not deal at arm’s length, or (c) the non-resident together with all such persons with whom the non-resident does not deal at arm’s length.

Material United States Federal Income Tax Consequences

The following is a general discussion of the material United States Federal income tax law for U.S. holders that hold such common shares as a capital asset, as defined under United States Federal income tax law and is limited to discussion of U.S. Holders that own less than 10% of the common stock. This discussion does not address all potentially relevant Federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local, U.S. federal estate or gift, U.S. federal alternative minimum or foreign tax consequences. No ruling from the Internal Revenue Service ("IRS") has been requested, or will be obtained, regarding the United States ("US") federal income tax consequences to US persons’ ownership

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or disposition of shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary. See "Item 10 –Additional Information - Canadian Federal Income Tax Consequences" and "Material United States Federal Income Tax Consequences".

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any future legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Corporation and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. The following discussion was not written and is not intended to be used, and cannot be used, by any person for the avoidance of any penalties with respect to taxes that may be imposed on such person. Accordingly, holders and prospective holders of common shares of the Corporation are encouraged to consult their own tax advisors about the Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Corporation.

U.S. Holders

As used herein, a "U.S. Holder" is a holder of common shares of the Corporation who or which is a citizen or individual resident (or is treated as a citizen or individual resident) of the United States for federal income tax purposes, a corporation or partnership created or organized (or treated as created or organized for federal income tax purposes) in the United States, including only the States and District of Columbia, or under the law of the United States or any State or Territory or any political subdivision thereof, or a trust or estate the income of which is includable in its gross income for federal income tax purposes without regard to its source, if, (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States trustees have the authority to control all substantial decisions of the trust. For purposes of this discussion, a U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers and Holders who acquired their stock through the exercise of employee stock options or otherwise as compensation.

Distributions on common shares of the Corporation

U.S. Holders, who do not fall under any of the provisions contained within the "Other Consideration for U.S. Holders" section, and receiving dividend distributions (including constructive dividends) with respect to common shares of the Corporation are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that the Corporation has current or accumulated earnings and profits, without reduction for any Canadian or other foreign income tax withheld from such distributions. Such Canadian or other foreign tax withheld may be credited, subject to certain limitations, against the U.S. Holder's United States Federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's United States Federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the extent that distributions exceed current or accumulated earnings and profits of the Corporation, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term

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capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

Dividends paid on the common shares of the Corporation will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from a “qualified 10-percent owned foreign corporation” (other than a "passive foreign investment company", as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of such corporation. The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.

Foreign Tax Credit

A U.S. Holder, who does not fall under any of the provisions contained within the "Other Consideration for U.S. Holders" section, and who pays (or has withheld from distributions) Canadian or other foreign income tax with respect to the ownership of common shares of the Corporation may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate shares of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its world-wide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as "passive income", "high withholding tax interest", "financial services income", "shipping income", and certain other classifications of income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of common shares of the Corporation are encouraged to consult their own tax advisors regarding their individual circumstances.

Disposition of common shares of the Corporation

A U.S. Holder, who does not fall under any of the provisions contained within the "Other Consideration for U.S. Holders" section, and will recognize gain or loss upon the sale of common shares of the Corporation equal to the difference, if any, between the amount of cash plus the fair market value of any property received, and the Holder's adjusted tax basis in the common shares of the Corporation. This gain or loss will be a capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder unless the Corporation were to become a controlled foreign corporation. For the effect on the Corporation of becoming a controlled foreign corporation, see "Controlled Foreign Corporation Status" below. Any capital gain will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For non-corporate U.S. Holders, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For corporate U.S. Holders (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted or the losses expire at the end of the stipulated five-year period.

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Other Considerations for U.S. Holders

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

Passive Foreign Investment Company

A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a passive foreign investment company ("PFIC") is subject to U.S. federal income taxation of that foreign corporation under one of three alternative tax methods at the election of each such U.S. Holder.

Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes but is not limited to interest, dividends and certain rents and royalties or (ii) the average percentage, by value (or, if the company is a controlled foreign corporation or makes an election, adjusted tax basis), of its assets that produce or are held for the production of "passive income" is 50% or more. The Corporation believes that it is presently a PFIC.

As a PFIC, each U. S. Holder’s income or gain, with respect to a disposition or deemed disposition of the Corporation’s shares or a distribution payable on such shares will generally be subject to tax at the highest marginal rates applicable to ordinary income and certain interest charges as discussed below, unless the U.S. Holder has timely made a “qualified electing fund” election or a “mark-to-market” election for those shares.

Under one method, a U.S. Holder who elects in a timely manner to treat the Corporation as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be required to currently include in his income for any taxable year in which the Corporation qualifies as a PFIC his pro-rata share of the Corporation's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which (or with which) the Corporation’s taxable year ends, regardless of whether such amounts are actually distributed. A QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common shares) as capital gain; (ii) treat his share of the Corporation's net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether (see discussion of interest charge below), or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Corporation's annual realized net capital gain and ordinary earnings which will then be subject, however, to an interest charge.

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The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the Corporation is a PFIC. If the U.S. Holder makes a QEF election in such first year, (sometimes referred to as a "Pedigreed QEF Election"), then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files its tax return for such first year. If, however, the Corporation qualified as a PFIC in a prior year during the U.S. Holder’s holding period, then the U.S. Holder may make a retroactive QEF election, provided he has preserved his right to do so under the protective statement regime or he obtains IRS permission.

If a U.S. Holder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reason of a pledge) of his common shares and (ii) certain "excess distributions" by the Corporation. An excess distribution is a current year distribution received by the U.S. Holder on PFIC stock to the extent that the distribution exceeds its ratable portion of 125% of the average amount received by the U.S. Holder during the preceding three years.

A Non-electing U.S. Holder generally would be required to pro-rate all gains realized on the disposition of his common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to the first taxable year of the Corporation during such U.S. Holder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest marginal tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing non-corporate U.S. Holder must treat this interest charge as "personal interest" which is wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.

If the Corporation is a PFIC for any taxable year during which a Non-electing U.S. Holder holds common shares, then the Corporation will continue to be treated as a PFIC with respect to such common shares, even if it is no longer by definition a PFIC. A Non-electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC. If the Corporation no longer qualifies as a PFIC in a subsequent year, then normal Code rules and not the PFIC rules will apply with respect to a U.S. Holder who has made a Pedigreed QEF election.

If a U.S. Holder makes a QEF Election that is not a Pedigreed Election (i.e., it is made after the first year during which the Corporation is a PFIC and the U.S. Holder holds shares of the Corporation) (a "Non-Pedigreed Election"), the QEF rules apply prospectively but do not apply to years prior to the year in which the QEF first becomes effective. U.S. Holders are encouraged to consult their tax advisors regarding the specific consequences of making or not making a QEF Election.

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Mark-to-Market Election for PFIC Stock

A U.S. Holder of a PFIC may make a mark-to-market election with respect to the stock of the PFIC if such stock is marketable as defined below. This provision is designed to provide a current inclusion provision for persons that are Non-Electing Holders. Under the election, any excess of the fair market value of the PFIC stock at the close of the tax year over the Holder's adjusted basis in the stock is included in the Holder's income. The Holder may deduct any excess of the adjusted basis of the PFIC stock over its fair market value at the close of the tax year. However, deductions are limited to the net mark-to-market gains on the stock that the Holder included in income in prior tax years, or so called "unreversed inclusions."

For purposes of the election, PFIC stock is marketable if it is regularly traded on (1) a national securities exchange that is registered with the Securities and Exchange Commission (“SEC”), (2) the national market system established under Section 11A of the Securities Exchange Act of 1934, or (3) an exchange or market that the IRS determines has rules sufficient to ensure that the market price represents legitimate and sound fair market value.

A Holder's adjusted basis of PFIC stock is increased by the income recognized under the mark-to-market election and decreased by the deductions allowed under the election. If a U.S. Holder owns PFIC stock indirectly through a foreign entity, the basis adjustments apply to the basis of the PFIC stock in the hands of the foreign entity for the purpose of applying the PFIC rules to the tax treatment of the U.S. owner. Similar basis adjustments are made to the basis of the property through which the U.S. persons hold the PFIC stock.

Income recognized under the mark-to-market election and gain on the sale of PFIC stock with respect to which an election is made is treated as ordinary income. Deductions allowed under the election and loss on the sale of PFIC with respect to which an election is made, to the extent that the amount of loss does not exceed the net mark-to-market gains previously included, are treated as ordinary losses. The U.S. or foreign source of any income or losses is determined as if the amount were a gain or loss from the sale of stock in the PFIC.

If PFIC stock is owned by a controlled foreign corporation (“CFC”), the CFC is treated as a U.S. person that may make the mark-to-market election. Amounts includable in the CFC's income under the election are treated as foreign personal holding company income, and deductions are allocable to foreign personal holding company income. A CFC is a foreign corporation in which more than 50% of the voting power of all classes of stock or the total value of the stock is owned, directly or indirectly, by U.S. Holders, each of whom own 10% or more of the total combined voting power.

The rules of Code Section 1291 applicable to nonqualified funds generally do not apply to a U.S. Holder for tax years for which a mark-to-market election is in effect. If Code Section 1291 is applied and a mark-to-market election was in effect for any prior tax year, the U.S. Holder's holding period for the PFIC stock is treated as beginning immediately after the last tax year of the election. However, if a taxpayer makes a mark-to-market election for PFIC stock that is a nonqualified fund after the beginning of a taxpayer's holding period for such stock, a coordination rule applies to ensure that the taxpayer does not avoid the interest charge with respect to amounts attributable to periods before the election.

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The foregoing discussion is based on currently effective provisions of the Code, existing and proposed regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change. Any such change could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. Therefore there can be no assurance that any of these proposals will be enacted or promulgated, and if so, the form they will take or the effect that they may have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. Holders of the Corporation are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in the Corporation.

Controlled Foreign Company Status

If more than 50% of the voting power of all classes of stock or the total value of the stock of the Corporation is owned, directly or indirectly, by U.S. Holders, each of whom own 10% or more of the total combined voting power of all classes of stock of the Corporation, the Corporation would be treated as a “controlled foreign corporation” or “CFC” under Subpart F of the Code. This classification would bring into effect many complex results including the required inclusion by such 10% U.S. Holders in income of their pro rata shares of “Subpart F income” (as defined by the Code) of the Corporation and the Corporation’s earnings invested in “U.S. property” (as defined by the Code). In addition, under Section 1248 of the Code, gain from the sale or exchange of common shares of the Corporation by such a 10% U.S. Holder of Corporation at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of earnings and profits of the Corporation attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because the Corporation may never be a CFC, a more detailed review of these rules is beyond of the scope of this discussion.

Elimination of Overlap between Subpart F Rules and PFIC Provisions

A PFIC that is also a CFC will not be treated as a PFIC with respect to certain 10% U.S. Holders. For the exception to apply, (i) the corporation must be a CFC within the meaning of section 957(a) of the Code and (ii) the U.S. Holder must be subject to the current inclusion rules of Subpart F with respect to such corporation (i.e., the U.S. Holder is a “United States Shareholder,” see “Controlled Foreign Corporation,” above). The exception only applies to that portion of a U.S. Holder’s holding period beginning after December 31, 1997. For that portion of a United States Holder before January 1, 1998, the ordinary PFIC and QEF rules continue to apply.

As a result of this provision, if the Corporation were ever to become a CFC, U.S. Holders who are currently taxed on their pro rata shares of Subpart F income of a PFIC which is also a CFC will not be subject to the PFIC provisions with respect to the same stock if they have previously made a Pedigreed QEF Election. The PFIC provisions will however continue to apply to PFIC/CFC U.S. Holders for any periods in which they are not subject to Subpart F and to U.S. Holders that did not make a Pedigreed QEF Election unless the U.S. Holder elects to recognize gain on the PFIC shares held in the Corporation as if those shares had been sold.

DOCUMENTS ON DISPLAY

All documents concerning the Corporation referred to in this annual report on Form 20-F may be inspected at the Corporation’s offices, 575 – 510 Burrard Street, Vancouver, British Columbia, during normal business hours.

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SUBSIDIARY INFORMATION

Not applicable

ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Corporation does not hold any long-term debt, has not entered into any hedging transactions nor has it issued any market risk sensitive counterparty instruments. Furthermore, the Corporation does not hold any derivative instruments, nor does it hold any contracts or agreements containing embedded derivative instruments.

The Corporation’s financial instruments can be categorized into three main groups:

term deposits and Canadian cash which are subject to interest rate risk,

foreign currency cash accounts which are subject to foreign exchange risk, and

marketable securities which are subject to equity price risk.

Interest rate risk

Term deposits and Canadian cash (category a) represents approximately $6,297,716 of the Corporation’s total assets of $9,243,813 (or 68% of the total assets). However, the term deposits and have fixed interest rates for the near-term. Therefore the cash flows are known and measurable and do not represent a material risk to the Corporation. All term deposits are cashable at the Corporation’s option without loss of interest. The short term to maturity and the Corporation’s intent to hold these instruments to maturity indicates that interest rate risk will not affect the reported fair values of these financial instruments.

During the fiscal year ended December 31, 2010, interest rates on the Corporation’s deposits were 1%, based on the principal invested and the term of the investment. During the same period, Canadian T-Bill rates ranged from 0.12% to 0.95% with an average rate of 0.45%.

If interest rates declined or increased as shown below, the Corporation’s total receipts, consisting of revenue from mineral property operations, gain on marketable securities, gain on sale of assets and interest income, would be affected as follows, based on the fiscal year-end balances:


	Effect on total receipts
Increase/decrease in interest rate	2010		2009
-1.50%	$(94,466)	(2.3%)	$(16,075)	(6.9%)
-1.00%	(62,977)	(1.5%)	(10,717)	(4.6%)
-0.50%	(31,489)	(0.8%)	(5,358)	(2.3%)

+0.50%	31,489	0.8%	5,358	2.3%
+1.00%	62,977	1.5%	10,717	4.6%
+1.50%	94,466	2.3%	16,075	6.9%

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The foregoing analysis was prepared using year-end balances and average year-end interest rates which do not represent average interest rates for the fiscal year ended December 31, 2010. The increase or decrease in interest income based on changes in interest rates, for the year-end balances, was compared to total receipts for the fiscal year ended December 31, 2010. Actual financial results for the coming fiscal year will vary since the balances of accounts are expected to decline as funds are withdrawn for Corporation expenses.

The difference between the forecast figures for the fiscal year ended December 31, 2010 compared to the same figures for the fiscal year ended December 31, 2009 relates to the increased cash balances which are subject to interest rate risk. Total receipts had increased due to sales of marketable securities and disposition of the Company’s non-core assets, resulting in a lower effect as a proportion of total receipts.

Foreign currency exchange risk

Foreign currency cash deposits (category b) represent approximately $666,751 of the Corporation’s total assets (7.2% of total assets). The Corporation has limited exposure to foreign exchange risk, restricted to payment of current trade accounts payable in US Dollars, Australian Dollars where most of the Corporation’s cash assets are denominated in Canadian Dollars. The Corporation maintains bank accounts in US and Australian Dollars from payments received in US or Australian Dollars to pay these trade accounts.

During the fiscal year ended December 31, 2010, U.S. Dollar exchange rates varied by up to 3.4% below the average exchange rate and up to 4.7% above the average exchange rate. During the same period, Australian dollar exchange rates ranged from a low of 8.8% below the average exchange rate to a high of 7.5% above the average exchange rate. The U.S. Dollar exchange rate for December 31, 2010 was 3.4% below the average exchange rate for the year while the Australian dollar exchange rate for December 31, 2010 was 7.5% above the average exchange rate for the year. If exchange rates fluctuated within a range of 15% above or below the year end closing rates as published by the Bank of Canada, the effect on the Corporation’s total assets would be less than 3%.


	Effect on total assets
Increase/decrease in foreign exchange rates	2010		2009
-15%	$(177,945)	(1.9%)	$(64,498)	(2.2%)
-10%	(118,630)	(1.3%)	(42,999)	(1.4%)
-5%	(59,315)	(0.6%)	(21,499)	(0.7%)

+5%	59,315	0.6%	21,499	0.7%
+10%	118,630	1.3%	42,999	1.4%
+15%	177,945	1.9%	94,498	2.2%

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The foregoing analysis was prepared using foreign exchange rates in effect as of the balance sheet date, December 31, 2010 (1 USD = C$0.9946, 1 AUD = C$1.018). A standard escalation factor was applied to the exchange rates to illustrate the effect on total assets reported on the balance sheet of a variation in foreign exchange rates between 15% below and 15% above the rate in effect. The Corporation’s financial instruments are converted to Canadian dollars from U.S. Dollars or Australian Dollars at the closing rate for the balance sheet date as reported on the Bank of Canada website.

The difference between the forecast figures for the fiscal year ended December 31, 2010 compared to the same figures for the fiscal year ended December 31, 2009 relates to the reduction in foreign cash balances which are subject to foreign exchange rate risk. The 2010 Alaskan and Australian exploration programs were largely completed at year end, resulting in a lower requirement for foreign currency.

Equity price risk

Marketable securities (category c) represent approximately $1,749,450 of the Corporation’s total assets of $9,243,813 (or 18.9% of the total assets). At the end of each reporting period, the fair values of securities which are traded on a recognized exchange are reported at the bid price on the balance sheet date or the last date on which the shares traded, reduced by an appropriate discount where there are trading restrictions. The resulting unrealized gains or losses are included in the determination of comprehensive income. When gains or losses are realized, the amount is transferred from “Other Comprehensive Income” to the Statement of Operations.

Most of the marketable securities are junior mineral exploration companies whose shares are relatively volatile. Accordingly the reported value of the Corporation’s portfolio is subject to variation depending on market conditions. Each company has unique characteristics which determine the value of the shares. These characteristics include the knowledge and experience of management, commodity focus, exploration projects and results and the company’s specific financial situation. As a group, share prices will react to global economic changes and variation in commodity prices. Individual share prices are generally more volatile than the value of the portfolio as a whole.

Since most of the marketable securities trade on the TSX Venture Exchange, the S&P/TSX Venture Composite Index (the “Venture Index”) is a reasonable proxy for detailed analysis of individual stock performance. During the fiscal year ended December 31, 2010, the Venture Index rose 49% with the closing value 39% higher than the average Venture Index value. The minimum Venture Index value was 18% lower than the average Venture Index value, while the highest Venture Index value was 39% higher than the average Venture Index value. Most of the increase in the portfolio of marketable securities held by the Corporation (from $370,417 in 2009) was the result of the receipt of securities as consideration for the disposition by the Corporation of the Mexican assets, as well as the receipt of securities as consideration from option agreements (mostly on the Corporation’s BC and Yukon properties) negotiated during the year. The rest of the increase can be attributed to the global equity market recovery. The remaining portfolio is expected to perform in a manner similar to the Venture Index. Gains or losses of 15% would be expected to make a difference of less than 3% in the value of the Corporation’s total assets.


	Effect on total assets
Increase/decrease in Venture Index	2010		2009
-15%	$(262,418)	(2.8%)	$(55,262)	(0.7%)
-10%	(174,945)	(1.9%)	(37,042)	(0.5%)
-5%	(87,473)	(0.9%)	(18,521)	(0.2%)

+5%	87,473	0.9%	18,521	0.2%
+10%	174,945	1.9%	37,042	0.5%
+15%	262,418	2.8%	55,262	0.7%

The foregoing analysis was prepared using historical data for the Venture Index as reported by Stockwatch Canada. The fair market value of the portfolio of marketable securities at the end of the fiscal year was adjusted by standard escalation factors to illustrate the effect on total assets of a variation in the Venture Index between 15% above or below the value as of December 31, 2010.

The difference between the forecast figures for the fiscal year ended December 31, 2010 compared to the same figures for the fiscal year ended December 31, 2009 relate to the increase in the Corporation’s portfolio of marketable securities. During the fiscal year ended December 31, 2010, the Corporation sold some marketable securities and acquired a substantial portfolio of other marketable securities which increased the overall market value of the portfolio which is subject to equity price risk.

Commodity price risk

The future revenue and profitability of the Corporation will be dependent, to a significant extent, upon prevailing spot market prices for metals. Metal prices are subject to wide fluctuations in response to changes in supply of and demand for metals, market uncertainty and a variety of additional factors that are beyond the control of the Corporation. The Corporation’s mineral properties are in the exploration phase with no proven or probable mineral resources or reserves. Accordingly the Corporation is not generating any operating revenues and is therefore not subject to any short term volatility in the prices of metals. As the Corporation is in the exploration phase, the above factors have had no material impact on operations or income. No futures or forward contracts have been entered into by the Corporation.

ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

The Corporation does not need to provide the information called for by this Item because it has not registered securities represented by American Depositary Receipts in a sponsored facility.

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PART II

ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not Applicable

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

Not Applicable.

ITEM 15 CONTROLS AND PROCEDURES

a) Disclosure controls and procedures

The Chief Executive Officer and Chief Financial Officer of the Corporation have instituted a system of disclosure controls for the Corporation to ensure proper and complete disclosure of material information. The limited number of employees within the Corporation facilitates access to real time information about developments in the business for the person responsible for drafting disclosure documents. All documents are circulated to responsible members of management and the Board of Directors according to the disclosure time-lines contained within the Corporation’s disclosure policy.

After evaluating the effectiveness of the Corporation’s disclosure controls and procedures as required by paragraph (b) of Exchange Act Rule 13a-15 or 15d-15, the Chief Executive Officer and Chief Financial Officer of the Corporation have concluded that, as of the end of the period covered by this annual report on Form 20-F, the Corporation’s disclosure controls and procedures were effective to ensure that material information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and accumulated and communicated to the Corporation’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

b) Management’s annual report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Corporation. The Corporation’s system of internal controls is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP) in Canada. The rapid and continuing change in standards for financial reporting may result in deficiencies in disclosure, particularly with respect to the differences between U.S. GAAP and Canadian GAAP.

Management recognizes that effective internal control over financial reporting may nonetheless not prevent or detect all possible misstatements or frauds. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

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As part of its evaluation of the effectiveness of its internal control over financial reporting as required by paragraph (c) of Exchange Act Rule 13a-15 or 15d-15, the Corporation utilized the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Integrated Framework. Parts of this framework were not appropriate for use by the Corporation as they referred to positions and/or job functions which do not exist in a smaller organization. The Corporation integrated aspects of the second document produced by COSO, Internal Control over Financial Reporting – Guidance for Smaller Public Companies into the initial review. The Corporation annually reviews the final document to ensure that controls are still functioning as described and serving the purposes for which they were designed.

Management has assessed the effectiveness of the Corporation’s internal control over financial reporting as of the end of the Corporation’s fiscal year ended December 31, 2010. Based on this evaluation, Management concluded that the Corporation’s internal control over financial reporting is effective as of the end of the Corporation’s fiscal year ended December 31, 2010.

c) Attestation report of the registered public accounting firm

Not applicable, because the Corporation has determined that it is not an accelerated filer or a large accelerated filer as those terms are defined in Exchange Act Rule 12b-2.

d) Changes in internal control over financial reporting

There has been no change in the Corporation’s internal control over financial reporting that occurred during the period covered by this annual report on Form 20-F, that has materially affected or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT

The Corporation’s Board of Directors has determined that Bipin Ghelani fulfills the role of “financial expert” on the Corporation’s Audit Committee. Mr. Ghelani is an "independent director" of the Corporation, as that term is defined by Section 803A of the NYSE AMEX Company Guide, in accordance with Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Mr. Ghelani is a Chartered Accountant with over 30 years of experience in financial, accounting and taxation matters. Mr. Ghelani manages his own accounting firm and has held senior positions with several international accounting firms including Deloitte & Touche and PricewaterhouseCoopers.

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ITEM 16B CODE OF ETHICS

The Corporation has adopted separate codes of ethics that apply to the Chief Executive Officer, Chief Financial Officer and members of the Board of Directors. All employees are expected to abide by the principle that standards of personal behavior should at all times reflect credit on the Corporation and the mining/exploration industry in general. No amendments or waivers to these policies have been made since their adoption.

The Corporation will provide copies of these codes of ethics to any person without charge, upon written request to the secretary of the Corporation at its address at 20th Floor, 250 Howe Street, Vancouver, British Columbia Canada V6C 3R8.

ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES


	Fiscal Year endedDecember 31, 2010	Fiscal Year ended December 31, 2009
Audit Fees	120,000	$ 89,000
Audit-Related Fees	22,000	60,728
Tax services - Canadian	25,000	-
Tax services - US	-	-
Tax services - Australia	-	-
All Other Fees	-	240
Total fees billed	167,000	$ 149,968

The Corporation’s auditors are Hay & Watson, Chartered Accountants. Full-time, permanent employees of the auditor perform all services. The nature of the services provided by Hay & Watson under each of the categories indicated in the table is described below. During 2009, three auditors were involved with the Corporation with respect to different years of audited financial reports. The fees listed under the year ended December 31, 2009 include review and/or audit fees paid to each of these auditors.

Audit Fees

Audit fees were for professional services rendered by Hay & Watson for the audit of the Corporation’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees were for assurance and related services reasonably related to the performance of the audit or review of the annual statements that are not reported under “Audit Fees” above. This included review of financial statements by an independent consultant as required by generally accepted auditing standards and amendment of filings and responses to comments made by the Securities and Exchange Commission in connection with the Corporation’s Annual Report on Form 20-F. Registration fees for Canadian Public Accountability Board and Public Company Accounting Oversight Board are included in this category. During 2009, this also included review of the Corporation’s interim financial statements in connection with the preparation of the information circular for the Special Annual General Meeting.

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Tax Fees

Tax fees were for tax compliance including the review of tax returns, and tax planning and advisory services relating to common forms of domestic and international taxation (i.e. income tax, capital tax, goods and services tax, payroll tax and value added tax).

All Other Fees

Fees disclosed in the table above under the item “All Other Fees” were incurred for services other than the audit fees, audit-related fees and tax fees described above. These services consisted of assistance in the documentation of processes and controls and disbursements made by the auditor on behalf of the Corporation.

Pre-Approval Policies and Procedures

It is within the mandate of the Corporation’s Audit Committee to approve all audit and non-audit related fees. The Audit Committee has pre-approved specifically identified non-audit related services, including tax compliance and review of tax returns as submitted to the Audit Committee from time to time. The auditors also present the estimate for the annual audit-related services to the Audit Committee for approval prior to undertaking the annual audit of the financial statements.

ITEM 16D EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable

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

Not applicable

ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

McGovern, Hurley, Cunningham, LLP Chartered Accountants (“MHC”) resigned as the Corporation’s principal accountant on October 20, 2009. The Audit Committee and the Board of Directors of the Corporation considered and approved the decision to change accountants.

The Corporation engaged Hay & Watson Chartered Accountants (“H&W”) as its principal accountant to audit its financial statements effective October 15, 2009. H&W remains the Corporation’s principal accountant.

The reports of H&W on the Corporation’s consolidated financial statements for the fiscal years ended December 31, 2010 and December 31, 2009 did not contain an adverse opinion or a disclaimer of opinion.

During the Corporation’s two most recent fiscal years and any subsequent interim period preceding such resignation, there were no disagreements with MHC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MHC would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

During the Corporation’s two most recent fiscal years and any subsequent interim period prior to engaging H&W, the Corporation did not consult H&W regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might

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be rendered on the Corporation’s financial statements, or (ii) any matter that was either the subject of a disagreement or a reportable event as described in Item 16F(a)(1)(v) of Form 20-F.

The Corporation has provided MHC with a copy of its disclosures under Item 16F of this amended annual report on Form 20-F/A-2 (Amendment No. 2). The Corporation has requested that MHC furnish the Corporation with a letter addressed to the Commission stating whether it agrees with the statements made by the Corporation in response to this Item 16F(a) and if not, stating the respects in which it does not agree. The Corporation has filed the letter from McGovern, Hurley, Cunningham, LLP as Exhibit 15.1 to this amended annual report on Form 20-F/A-2 (Amendment No. 2).

ITEM 16G CORPORATE GOVERNANCE

Not applicable

PART III

ITEM 17 FINANCIAL STATEMENTS

The following financial statements are attached and incorporated herein:

Description of Statements

Consolidated Balance Sheets for the fiscal years ended December 31, 2010 and 2009

Consolidated Statements of Operations, Consolidated Statements of Cash Flows,

Consolidated Statements of Comprehensive Loss,

Consolidated Statements of Shareholders’ Equity, and

Consolidated Statements of Mineral Property Expenditures

all for the fiscal years ended December 31, 2010, 2009, and 2008

Notes to Consolidated Financial Statements

Management Discussion and Analysis for the year ended December 31, 2010

Schedule II – Valuation Allowance

ITEM 18 FINANCIAL STATEMENTS

See Item 17

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ITEM 19 EXHIBITS


Exhibit Number		Description	Footnote
1.1		Amended Articles of Incorporation effective August 5, 2009	(2)
3.1	Voting Agreements between Geoinformatics shareholders, Geoinformatics Exploration Inc. and Rimfire Minerals Corporation effective June 11, 2009		(3)
4.30	Management Contract between Equity Exploration Consultants Ltd. and Kiska Metals Corporation effective January 1, 2011		(1)
4.31	Line of Credit Agreement between Geologic Resource Partners LLP and Geoinformatics Exploration Inc. effective March 9, 2009.		(2)
4.32	Partial Termination Agreement and First Amendment Thereto between Kennecott Exploration Company and the Corporation effective May 15, 2009		(2)
4.33	Acquisition Agreement between Geoinformatics Exploration Inc. and Rimfire Minerals Corporation effective June 11, 2009		(4)
4.34	Amended Standardization Agreement between Geoinformatics Exploration Inc. And Kennecott Exploration Company effective June 12, 2009		(2)
4.35		Warrant Indenture between the Corporation and Computershare Trust Company of Canada effective March 23, 2011	(1)
8.1		List of Subsidiary Companies of Kiska Metals Corporation	(2)
12.1		Sarbanes-Oxley Section 302 Certification by Chief Executive Officer	(1)
12.2		Sarbanes-Oxley Section 302 Certification by Chief Financial Officer	(1)
13.1		Sarbanes-Oxley Section 906 Certification by Chief Executive Officer	(1)
13.2		Sarbanes-Oxley Section 906 Certification by Chief Financial Officer	(1)
15.1		Letter/Consent from former principal accountant McGovern, Hurley, Cunningham, LLP	(1)

(1) Filed as exhibits to this annual report on Form 20-F for the fiscal year ended December 31, 2010.

(2) Incorporated herein by reference to the Corporation’s transition report on Form 20-F for the fiscal year ended December 31, 2009 as filed on April 23, 2010.

(3) Incorporated herein by reference to the Corporation’s Form 6-K furnished to EDGAR effective June 22, 2009.

(4) Incorporated herein by reference to the Corporation’s Form 6-K furnished to EDGAR effective June 19, 2009.

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SIGNATURES

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

KISKA METALS CORPORATION


By:	“Jason S. Weber”
	Jason S. Weber
	President, Chief Executive Officer & Director

Date: November 21, 2011


Classification	Balance at beginning of year	Additions charged to costs and expenses ^[1]	Deductions^[2]	Other^[3]	Balance at end of year

Valuation Allowance for Deferred Tax Assets:
Year Ended
2010	$(17,134,849)	$(2,171,657)	$257,023	$28,331	$(19,021,152)
2009	$(14,304,581)	$(3,847,795)	$1,088,589	$(71,062)	$(17,134,849)

^[1]

The 2009 and 2010 increases in the valuation allowance for deferred tax assets are related to the tax effect of current period losses and deductible temporary differences.

^[2]

The decrease in valuation allowance for deferred tax assets reflects changes in the enacted tax rate applicable to the Corporation.

^[3]

Other changes reflect the tax effect of fair value of marketable securities.

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Kiska Metals Corporation

(formerly Geoinformatics Exploration Inc.)

Consolidated Financial Statements

Years Ended December 31, 2010, 2009 and 2008

[annual_20fcompletefinal006.jpg]

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MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements of Kiska Metals Corporation and all information in this annual report are the responsibility of management. The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles and, where appropriate, include management’s best estimates and judgments. Management has reviewed the financial information presented throughout this report and has ensured it is consistent with the consolidated financial statements.

Management maintains a system of internal controls designed to provide reasonable assurance that assets are safeguarded from loss or unauthorized use, and that financial information is timely and reliable.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. The Board carries out this responsibility principally through its Audit Committee.

The Board of Directors appoints the Audit Committee, and all of its members are independent directors. The Audit Committee meets periodically with management and the shareholders’ auditors to review the financial statements and reports prepared by management, internal controls, audit results, accounting policies and related matters. The Board of Directors approves the consolidated financial statements on recommendation from the Audit Committee.

Hay and Watson, a firm of Independent Registered Chartered Accountants, was appointed by the shareholders at the last annual meeting to examine the consolidated financial statements and provide the independent professional opinion which follows.

“Jason S. Weber”

“Adrian Rothwell”

Jason S. Weber, P.Geo

Adrian Rothwell, CA

President & Chief Executive Officer

Chief Financial Officer

November 21, 2011

Suite 1350 P.O. Box 11620, 650 West Georgia St., Vancouver, BC, Canada V6B 4N9

Tel: 604.669.6660 | Fax: 604.669.0898 | www.kiskametals.com

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REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Shareholders of Kiska Metals Corporation

We have audited the accompanying consolidated financial statements of Kiska Metals Corporation (“the Company”), which comprise the consolidated balance sheets as at December 31, 2010 and 2009 and the consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for the years ended December 31, 2010 and 2009 (all expressed in Canadian dollars) and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2010 and 2009 and its financial performance and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

The consolidated financial statements as at December 31, 2008 and for the year then ended were, except as to Note 18 and the effects of accounting for discontinued operations as disclosed in Note 6, audited by other auditors who expressed an opinion without reservation on those statements in their report dated November 21, 2011. We have audited the information in Note 18 and the effects of accounting for discontinued operations for the year ended December 31, 2008 and in our opinion, such information is presented fairly in all material respects.

Emphasis of Matters

Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that the Company incurred a net loss of $11,912,195 during the year ended December 31, 2010. This condition, along with other matters as set forth in Note 1, indicate the existence of material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern.

Canadian generally accepted accounting principles vary in certain significant respects from accounting principles generally accepted in the United States of America. The effect of the application of United States generally accepted accounting principles on the net loss for each year and the total assets and shareholders’ equity at the end of each year in these consolidated financial statements is summarized in Note 18 to the consolidated financial statements.

“Hay & Watson”

Independent Registered Chartered Accountants

Vancouver, Canada

November 21, 2011

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REPORT OF INDEPENDENT AUDITORS

To the Shareholders of

Kiska Metals Corporation (formerly “Geoinformatics Exploration Inc.”)

We have audited the consolidated statements of operations and comprehensive loss, cash flows and shareholders’ equity of Kiska Metals Corporation (the “Company”) for the year ended December 31, 2008, excluding Notes 6 and 18. 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 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 whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements referred to above, excluding Notes 6 and 18, present fairly, in all material respects, the results of the operations and the cash flows of the Company for the year ended December 31, 2008 in accordance with Canadian generally accepted accounting principles.

/s/ McGOVERN, HURLEY, CUNNINGHAM, LLP

Chartered Accountants

Licensed Public Accountants

TORONTO, Canada

November 21, 2011

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 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 the shareholders dated November 21, 2011 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events when they are adequately disclosed in the financial statements.

/s/ McGOVERN, HURLEY, CUNNINGHAM, LLP

Chartered Accountants

Licensed Public Accountants

TORONTO, Canada

November 21, 2011

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KISKA METALS CORPORATION

Consolidated Statements of Operations and Comprehensive Loss

Years Ended December 31

(Expressed in Canadian Dollars)


Mineral Property Operations	Note	2010	2009	2008
Revenue
Option proceeds		$ 602,157	$ 157,951	$ -
Project management fees		31,944	115,100	880,435
		634,101	273,051	880,435
Expenses
Acquisition expenditures		270,672	330,598	158,990
Exploration expenditures		11,105,884	5,506,131	6,154,386
Exploration tax credits		-	(9,798)	-
Reclamation obligations	12	160,914	355,829	-
Impairment loss on mineral properties	1	-	7,817,788	-
		11,537,470	14,000,548	6,313,376
Loss from mineral property operations		(10,903,369)	(13,727,497)	(5,432,941)
Other Operations
Salaries and employee benefits		893,344	680,772	1,349,714
Consulting and outsourced services		603,617	993,425	439,882
Marketing services		601,007	159,774	-
General and administrative		450,847	443,427	1,023,530
Depreciation and amortization		310,610	231,730	251,303
Share-based compensation	13(b)	985,883	397,273	76,461
		3,845,308	2,906,401	3,140,890
Operating loss before the following		(14,748,677)	(16,633,898)	(8,573,831)
Financing expense	9(a)/10	(81)	(59,660)	(3,565,047)
Interest income		20,682	26,152	24,702
Equity loss in investment	7	(489,277)	(1,176,145)	(916,181)
Dilution gain on equity investment	7	489,277	-	-
Gain on sale of equity investment	7	2,305,579	-	-
Gain (loss) on sale of marketable securities	5	172,236	(240,285)	(3,760)
Impairment loss on available for sale investment	5	-	(130,000)	-
Gain (loss) on disposal of assets		21,526	(44,026)	-
Gain on repayment of convertible loan	10	-	-	279,859
Foreign exchange gain (loss)	10	(149,275)	69,676	(3,160,569)
Loss before income taxes		(12,378,010)	(18,188,186)	(15,914,827)
Recovery of income taxes	14	32,024	2,763	1,094,579
Net loss before discontinued operations		(12,345,986)	(18,185,423)	(14,820,248)
Discontinued operations, including gain on disposal of $1,003,577	6	433,791	(499,080)	(1,440,493)
Net loss		(11,912,195)	(18,684,503)	(16,260,741)
Unrealized foreign exchange loss on available for sale investment		-	-	(7,668)
Realized (gain) loss on available for sale investments		(89,762)	240,285	-
Impairment loss on available for sale investment		-	130,000	-
Net change in unrealized gains (losses) on available for sale investments		315,672	52,167	(656,525)
Tax effect of changes in other comprehensive loss		(32,024)	(2,763)	19,807
Comprehensive loss		$ (11,718,309)	$ (18,264,814)	$ (16,905,127)

Basic and diluted net loss per share		$ (0.17)	$ (0.51)	$ (1.84)
Basic and diluted weighted average number of shares outstanding during the year		68,460,843	36,876,491	8,831,930

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KISKA METALS CORPORATION

Consolidated Balance Sheets

December 31

(Expressed in Canadian Dollars)


	Note		2010	2009
Assets

Cash and cash equivalents			$ 6,297,716	$ 1,071,695
Restricted cash	4		35,165	-
Marketable securities	5		1,749,450	370,417
Amounts receivable			347,007	51,756
Prepaid expenses and deposits			118,610	152,038
Current assets			8,547,948	1,645,906

Restricted cash	4		112,730	202,707
Property and equipment, net	8		583,135	479,282

Total Assets			$ 9,243,813	$ 2,327,895

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued liabilities			$ 679,101	$ 241,097
Due to related parties	9(b)		15,946	11,340
Joint venture partner deposits			-	32,314
Reclamation obligations	12		378,483	-
Total current liabilities			1,073,530	284,751

Reclamation obligations	12		99,105	401,391
Total liabilities			1,172,635	686,142

Shareholders’ Equity
Share capital	13(a)		78,904,726	65,659,038
Contributed surplus	13(b,c)		10,483,540	5,581,494
Accumulated other comprehensive income			209,329	15,443
Accumulated deficit			(81,526,417)	(69,614,222)
Total shareholders’ equity			8,071,178	1,641,753

Total Liabilities and Shareholders’ Equity			$ 9,243,813	$ 2,327,895
Mineral Property Interests (Note 6) Lease Commitments (Note 11)
APPROVED BY THE BOARD
*“David A. Caulfield”*		Director
*“Jason S. Weber”*		Director

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

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KISKA METALS CORPORATION

Consolidated Statements of Cash Flows

Years Ended December 31

(Expressed in Canadian Dollars)


		2010	2009	2008
Cash Flows Used for Operating Activities
Net loss		$ (11,912,195)	$ (18,684,503)	$ (16,260,741)
Add (deduct) items not involving cash:
	Mineral property option proceeds	(382,425)	(99,665)	-
	Mineral property acquisition costs	-	156,497	-
	Reclamation obligation expense	160,914	355,829	-
	Impairment loss on mineral properties	-	7,817,788	-
	Depreciation and amortization	312,443	240,496	251,303
	Equity loss in investment	-	1,176,145	916,181
	Financing expense	-	59,660	3,427,570
	Foreign exchange (gain) loss	(24,212)	(68,760)	3,313,734
	Future income tax recovery	(32,024)	(2,763)	(1,063,300)
	Gain on settlement of convertible loan facility	-	-	(279,859)
	(Gain) loss on sale of investments and assets	(3,506,494)	284,311	3,760
	Impairment loss on available-for-sale investment	-	130,000	-
	Share-based compensation	1,684,765	544,872	76,461
		(13,699,228)	(8,090,093)	(9,614,891)
Reclassify interest income		(20,682)	(26,183)	(24,702)
Net change in non-cash working capital balances related to operations:
	Amounts receivable	(295,251)	258,499	569,905
	Prepaid expenses and deposits	33,428	166,009	552,569
	Accounts payable and accrued liabilities	412,832	(638,934)	(1,042,070)
		(13,568,901)	(8,330,702)	(9,559,189)
Cash Flows From (Used for) Investing Activities
Restricted cash		54,812	(10,923)	2,577,999
Proceeds from sale of marketable securities and equity investment		2,735,800	90,099	-
Payment of reclamation expenses		(71,199)	-	-
Interest income received		18,146	52,466	24,702
Purchase of equity investment		-	(410,398)	-
Purchase of property and equipment		(423,117)	(85,168)	(523,057)
		2,314,442	(363,924)	2,079,644
Cash Flows From (Used for) Financing Activities
Proceeds from issuance of shares and warrants		17,176,601	5,009,747	29,430,675
Payment of share issue costs		(713,634)	(438,496)	(172,421)
Proceeds from sale of assets		6,821	-	20,980
Proceeds from note payable / convertible loan		-	1,750,000	-
Cash and cash equivalents acquired (Note 1)		-	4,463,269	-
Repayment of note payable / convertible loan		-	(1,821,712)	(23,828,000)
Repayment of capital lease obligations		-	-	(18,228)
		16,469,788	8,962,808	5,433,006
Effects of foreign currency translation on cash and cash equivalents		10,692	40,953	83,677
Increase (Decrease) in Cash and Cash Equivalents		5,226,021	309,135	(1,962,862)
Cash and Cash Equivalents, Beginning of Year		1,071,695	762,560	2,725,422

Cash and Cash Equivalents, End of Year		$ 6,297,716	$ 1,071,695	$ 762,560

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KISKA METALS CORPORATION

Consolidated Statements of Cash Flows

Years Ended December 31

(Expressed in Canadian Dollars)


	2010	2009	2008
Cash and Cash Equivalents are comprised of:
Cash	$ 5,297,716	$ 571,695	$ 712,560
Term deposits	1,000,000	500,000	50,000

	$ 6,297,716	$ 1,071,695	$ 762,560

Supplemental Information
Income taxes paid	$ -	$ 541	$ 104,463
Interest paid	81	74,659	34,502
Non-cash transactions from investing and financing activities
Marketable securities received for mineral property interest option proceeds	382,425	99,665	-
Marketable securities received on the sale of discontinued operations (Note 6)	1,000,000	-	-
Shares issued for fees and interest on convertible loan	-	-	1,440,336
Shares and options issued for the acquisition of Rimfire Minerals Corporation (Note 1)	-	12,786,175	-

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KISKA METALS CORPORATION

Consolidated Statements of Shareholders’ Equity

Years Ended December 31

(Expressed in Canadian Dollars)


	Note	2010	2009	2008
Share capital	13(a)
Balance, beginning of year		$ 65,659,038	$ 50,048,042	$ 20,342,562
Issued in satisfaction of convertible loan commitment fee and interest	10	-	-	1,440,335
Issued for corporate acquisition	1	-	12,412,717	-
Issued for cash in private placement		12,436,750	4,950,000	29,328,000
Value attributable to warrants issued in private placement		(5,074,270)	(1,267,650)	-
Issued upon exercise of stock options/warrants		4,739,851	59,747	102,675
Transfer from contributed surplus on exercise of stock options and warrants		2,102,146	46,800	70,191
Share issue costs		(958,789)	(590,618)	(1,235,721)
Balance, end of year		78,904,726	65,659,038	50,048,042
Equity component of convertible loan	10
Balance, beginning of year		-	-	4,523,973
Equity component of convertible loan		-	-	(4,523,973)
Balance, end of year		-	-	-
Contributed surplus	13(b,c)
Balance, beginning of year		5,581,494	3,290,195	3,283,926
Options issued for corporate acquisition	1	-	373,458	-
Share-based compensation		1,684,765	544,872	76,461
Transfer to common shares on exercise of options		(2,102,146)	(46,800)	(70,192)
Value attributable to warrants issued in private placement		5,074,270	1,267,650	-
Value attributable to brokers’ warrants issued in private placement		245,157	152,119	-
Balance, end of year		10,483,540	5,581,494	3,290,195
Accumulated Deficit
Balance, beginning of year		(69,614,222)	(50,929,719)	(37,313,241)
Impact of repayment of convertible loan	10	-	-	2,644,263
Net loss		(11,912,195)	(18,684,503)	(16,260,741)
Balance, end of year		(81,526,417)	(69,614,222)	(50,929,719)
Accumulated other comprehensive income (loss)
Balance, beginning of year		15,443	(404,246)	240,140
Unrealized foreign exchange loss on available-for-sale investment		-	-	(7,668)
Realized loss on disposal of available-for-sale investments		(89,762)	240,285	-
Impairment loss on available-for-sale-investments		-	130,000	-
Net change in unrealized gains (losses) on available-for-sale investments		315,672	52,167	(656,525)
Tax effect of changes in other comprehensive income (loss)		(32,024)	(2,763)	19,807
Balance, end of year		209,329	15,443	(404,246)
Total shareholders’ equity		$ 8,071,178	$ 1,641,753	$ 2,004,272

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

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

1. ORGANIZATION AND OPERATIONS

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in Canada, which, with respect to the Company, conform in all material respects with accounting principles generally accepted in the United States of America, except as described in Note 18 to the consolidated financial statements.

Operations and Basis of Consolidation

Kiska Metals Corporation (formerly Geoinformatics Exploration Inc. or "Geoinformatics”) and its wholly-owned subsidiaries (collectively the “Company” or “Kiska”) is a global resources company which has developed a unique and innovative approach to mineral exploration. Geoinformatics was incorporated on March 21, 1980 under the laws of the Province of British Columbia. On August 29, 1996, Geoinformatics was continued in the Yukon Territory from the Province of British Columbia. On August 5, 2009, the Company completed the 100% acquisition of Rimfire Minerals Corporation (“Rimfire”), and changed its name to Kiska Metals Corporation. As a result of the acquisition, the consolidated statements of operations and comprehensive loss and cash flows for the year ended December 31, 2009 includes the results of operations and cash flows of Geoinformatics until August 5 and the combined entity from August 6 to December 31, 2009. The comparative consolidated annual statements of operations and comprehensive loss and cash flows for the year ended December 31, 2008 include only the results of operations and cash flows of Geoinformatics in accordance with generally accepted accounting principles for business combinations.

The Company acquired 100% of Rimfire by issuing 22,365,258 common shares and 1,905,300 options to purchase common shares, for an aggregate fair value of $12,786,175. The fair value of the common shares, amounting to $12,412,717, was based on the bid price of the common shares on the date of acquisition, and the fair value of the options issued, amounting to $373,458, was determined using the Black-Scholes option pricing model using the following weighted average assumptions: volatility of 89%, risk free interest rate of 1.8%, an expected life of 2.7 years, and a dividend yield of 0%.

The Company accounted for this transaction using the acquisition method. The fair value of the net assets acquired was:


Cash and cash equivalents	$ 4,463,269
Amounts receivable	51,918
Marketable securities	162,630
Prepaid expenses and deposits	358,058
Property and equipment	104,188
Future income tax assets	-
Mineral property interests⁽¹⁾	7,974,288
Accounts payable and accrued liabilities	(282,614)
Reclamation obligations	(45,562)
Consideration paid	$ 12,786,175

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

1. ORGANIZATION AND OPERATIONS (continued)

⁽¹⁾ The acquisition cost of mineral properties of $7,974,288 represents the difference between the fair value of the consideration paid of $12,786,175 and the fair value of the net tangible assets acquired. An impairment loss of $7,817,788 was recognized in 2009 on re-evaluation of the fair value of the mineral property interests acquired and was charged to operations. In accordance with the Company’s accounting policy for mineral properties, the remaining $156,500 of acquisition costs were also expensed in 2009.

In the year ended December 31, 2009, revenues of $60,644 and the net loss of $1,578,442 of Rimfire have been included in the consolidated statement of operations and comprehensive loss from the date of acquisition to the end of the year. Had the acquisition of Rimfire occurred at the beginning of the year, the revenue of the combined entity for the year ended December 31, 2009 would have been $301,241 with a net loss of $19,636,744.

The Company is in the development stage as defined by the Canadian Institute of Chartered Accountants (“CICA”) Accounting Guideline 11 - Enterprises in the Development Stage and it is in the process of exploring its mineral properties. As such, the Company has not yet determined whether these properties contain reserves that are economically recoverable. Due to the nature of mineral exploration and the Company’s business strategy, the Company expenses all acquisition and exploration expenditures as incurred until such time as the Company does establish that the property contains such reserves, at which time ongoing exploration and development expenditures will be capitalized.

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. Some of the Company’s mineral property interests are located outside of Canada and are subject to the risks associated with foreign investment, including increases in taxes and royalties, renegotiations of contracts, currency exchange fluctuations and political uncertainty. Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

1. ORGANIZATION AND OPERATIONS (continued)

The Company’s subsidiaries and their respective jurisdictions are as follows:


	Year of incorporation/ acquisition	% Ownership	Jurisdiction
Geoinformatics Exploration Australia Pty Ltd ⁽¹⁾	2002	100%	Australia
Rimfire Australia Pty Ltd.	2009	100%	Australia
2012860 Ontario Limited	2002	100%	Canada
Geoinformatics Exploration Canada Limited ⁽²⁾	2005	100%	Canada
Rimfire Minerals Corporation	2009	100%	Canada
Geoinformatics Explorations Ireland Limited	2002	100%	Ireland
Geoinformatics Alaska Exploration, Inc.	2003	100%	USA
GXL USA, Inc.	2007	100%	USA
Rimfire Alaska, Ltd.	2009	100%	USA
Rimfire Nevada Ltd.	2009	100%	USA

⁽¹⁾Until wound up on July 28, 2010.

⁽²⁾ Until wound up on December 31, 2010.

Following the acquisition of Rimfire in 2009 the Company is in process of simplifying its corporate structure. As a result of this internal reorganization, Geoinformatics Exploration Australia Pty Ltd and Geoinformatics Exploration Canada Limited were wound up during the year. The Company also sold its wholly-owned Mexican subsidiary Minera Geoinformatica S.A. de C.V. during the year (Note 6).

Going Concern

These consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. However, the Company currently has no significant sources of revenue and has experienced recurring losses. The Company’s ability to continue as a going concern is dependent on the Company’s ability to obtain additional debt or equity financing to successfully advance the exploration and development of mineral property interests in its exploration portfolio and/or to be able to derive material proceeds from the sale or divesture of those properties and/or other assets such as royalty rights and equity interests (see Note 20 Subsequent Events). There is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Such adjustments and classifications could be material.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements reflect the following other significant accounting policies:

Foreign Currency Translation

The functional currency of the Company is the Canadian dollar. The Company and its subsidiaries operate in Canada, the United States, and Australia.

The Company’s subsidiaries are considered integrated foreign operations. Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at exchange rates prevailing at the balance sheet date, and non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expense items are translated at exchange rates prevailing at the time of the transaction. Foreign exchange gains and losses are included in operations.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events 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 periods. Actual results could differ from these estimates.

Significant estimates used in these financial statements include, amongst others, estimates of reclamation obligations, the recoverability of amounts receivable, the calculation of stock based compensation, the fair value of marketable securities and warrants issued, and the recoverability of property and equipment, and future income tax assets.

Cash and Cash Equivalents

Cash and cash equivalents includes cash and highly-liquid term deposits that are readily convertible to known amounts of cash.

Restricted cash

Restricted cash consists of term deposits in favour of regulatory authorities held as site restoration deposits or performance bonds for mineral properties (see Note 4).

Marketable securities

Marketable securities consist of investments in common shares of publicly listed companies that are designated as available-for-sale. Unrealized gains and losses related to available-for-sale investments are excluded from operations and are included in Accumulated Other Comprehensive Income (Loss) until such gains and losses are realized or an other-than-temporary decline in value is determined to have occurred.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

Equity investments

Investments in shares of incorporated companies in which the Company has significant influence are accounted for using the equity method. Significant influence is the ability to influence the strategic operating, investing and financing policies of the investee, but where control does not exist. Under the equity method, investments are carried at cost as adjusted for the Company’s proportionate share of the earnings or losses of the investee, less any loss in value of the investment that is other than temporary.

Financial Assets and Financial Liabilities

The Company’s financial assets, other than cash and cash equivalents (including restricted cash), and financial liabilities are classified as follows:

Amounts receivable are classified as “loans and receivables”. They are measured at amortized cost. At December 31, 2010 and 2009, the recorded amounts approximate fair value.

Marketable securities are classified as “available for sale”. Available for sale assets and liabilities are measured at fair value with unrealized gains and losses recorded in other comprehensive income (loss) until the instrument is either sold or suffers an impairment that is other than temporary.

Accounts payable, due to related party, and joint venture partner deposits are classified as “other financial liabilities” and are measured at amortized cost. At December 31, 2010 and 2009, the recorded amounts approximate fair value.

The Company classifies and discloses fair value measurements based on a three-level hierarchy:

Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices in Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 – inputs for the asset or liability that are not based on observable market data.

Transaction costs directly attributable to the acquisition or issue of a financial asset or financial liability are added to the carrying amount of the financial asset or financial liability, and are amortized to operations using the effective interest rate method.

Mineral Property Interests

The Company’s mineral property interests are composed of mineral properties owned by the Company and rights to ownership of mineral properties which the Company can earn through cash or share payments, incurring exploration expenditures and combinations thereof. The Company’s property ownership and rights to property ownership are described in Note 6.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

Mineral Property Interests (continued)

The Company accounts for its mineral property interests whereby all acquisition and exploration costs are charged to operations as incurred, and all property sales and option proceeds received are credited to operations. The Company expenses the acquisition costs as there are currently no identifiable mineral reserves on its property interests and, therefore, there is no basis on which to estimate future cash flows for purposes of assessing the recoverability of those costs. When the existence of a mineral reserve on a property has been established, future acquisition, exploration and development costs will be capitalized for that property. After commercial production on a property commences, the net capitalized costs will be charged to future operations using the unit of production method based on estimated recoverable reserves on the property.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided at annual rates considered sufficient to amortize the cost of the assets over their estimated useful lives as follows:


	Appliances	3 years
	Camp structures	3 years
	Computer software	2 years
	Computer equipment	3.5 years
	Field equipment	5 years
	Leasehold improvements	Term of lease
	Mobile equipment	2.5 years
	Niton Analyzer	3.5 years
	Office equipment and furniture	8 years

The Company reviews the carrying values of its property and equipment whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and undiscounted net cash flows. An impairment loss is recognized when the carrying value of those assets is not recoverable and exceeds their fair value.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

Mineral Property Reclamation Obligations

The Company recognizes the fair value of a liability for a reclamation obligation on mineral property interests when the obligation is incurred and the fair value can be reasonably estimated. The fair value of the obligation is based on the estimated cash flow required to settle the obligation, discounted using the prime lending rate of the Company’s primary financial institution adjusted for the Company’s credit rating. The fair value of the obligation is recorded as a liability and charged to mineral property expenses. The liability is adjusted for accretion expense representing the increase in the fair value of the obligation due to the passage of time. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash-flows are recognized as an increase or a decrease to the carrying amount of the liability and charged to mineral property expenses. When the existence of a mineral reserve on a property has been established, future reclamation obligation costs will be capitalized to that property.

Revenue recognition

Revenue is recognized as services are performed and client-reimbursable expenses are incurred in respect of each project. Services performed can take the form of project management and execution or other management services. Option payments are recognized when they become due, pursuant to binding agreements with exploration joint venture partners. In addition to these revenues earned, the Company may become entitled to future revenue streams, under contracts with these partners deriving from:

net smelter royalties once mining production has commenced or the sale of the rights to these royalties;

free-carried or joint venture interests in projects that become producing mines or the sale of such free-carried or joint venture interests; and

direct equity interests in mining operations or operating companies or the sale of such interests in mineral properties or share interests in operating companies.

Revenue is not recognized in respect of these future potential revenue streams until earned and the Company can reasonably estimate the related amounts.

Exploration Tax Credits

The Company may receive refundable exploration tax credits and grants from provincial jurisdictions in Canada equal to a specified rate of qualifying exploration expenditures incurred on mineral property interests located within that jurisdiction. The Company records these exploration tax credits or grants as it incurs the related exploration expenditures.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

Share-Based Compensation

The Company issues options to purchase shares under the terms of an incentive plan described in Note 13. When options to purchase shares are issued to employees, officers or directors, the fair value of the options on the date of the grant is recognized as compensation expense, with a corresponding increase in contributed surplus, over the period during which the related options vest. The proportion of the share-based compensation attributable to employee activity on each mineral property is charged to exploration expense. When options to purchase shares are issued to non-employees in return for goods and services, the fair value of the options issued is recognized as an expense, with a corresponding increase in contributed surplus, in the period in which the goods or services are received or are expected to be received.

The consideration received on the exercise of share options is credited to share capital. When options are exercised, previously recorded compensation expense is reclassified from contributed surplus to share capital to fully reflect the consideration received for the shares.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are recorded based on temporary differences between the carrying amount of balance sheet items and their corresponding tax bases. In addition, the future tax benefits of unused tax losses and other deductions carried forward are recognized, subject to a valuation allowance, to the extent that it is more likely than not that such future benefits will ultimately be realized. Future income tax assets and liabilities are measured using enacted or substantively enacted tax rates and laws expected to apply when the tax liabilities or assets are to be either settled or realized.

Loss per Share

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. The diluted loss per share is the same as the basic loss per share as the effect of all outstanding options and warrants is anti-dilutive. All comparative figures have been reclassified to reflect the changes in the number of common shares outstanding due to share consolidations.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

Comprehensive Income (Loss)

Comprehensive income (loss) comprises the Company’s net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) represents changes in shareholders’ equity during a period arising from non-owner sources and, for the Company, principally includes unrealized gains and losses on available for sale financial assets, net of income taxes. The Company’s comprehensive income (loss), components of other comprehensive income (loss), and accumulated other comprehensive income (loss) are presented in the Consolidated Statements of Operations and Comprehensive Loss and the Consolidated Statements of Shareholders’ Equity.

Warrants

Share issuances that include a warrant are bifurcated into a share and warrant component for accounting purposes. The warrant component is recorded in contributed surplus and is transferred to share capital upon exercise of the underlying warrant. The fair values of such warrants are determined using the Black-Scholes option pricing model.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

3. NEW ACCOUNTING STANDARDS

Current Accounting Changes

Comprehensive Revaluation of Assets and Liabilities – Section 1625

In August 2009, the Canadian Institute of Chartered Accountants (“CICA”) also amended Handbook Section 1625, Comprehensive Revaluation of Assets and Liabilities for consistency with new Handbook Section 1582, Business Combinations. The amendments require that, when push-down accounting is used following the acquisition of an enterprise, the assets and liabilities are to be measured at the values used in accounting for the purchase transaction or transactions in accordance with Section 1582. The amendments also require that, when a future income tax asset that arose prior to the date of a comprehensive revaluation and that was not recognized in the comprehensive revaluation is subsequently recognized; the benefit should be recognized in accordance with Section 1582 and Handbook Section 3465, Income Taxes. The amendments apply prospectively to comprehensive revaluations of assets and liabilities occurring in fiscal years beginning on or after January 1, 2011. Early adoption is permitted as of the beginning of a fiscal year. An entity adopting this Section for a fiscal year beginning before January 1, 2011 would also be required to adopt Section 1582. The Company adopted this section as of January 1, 2010 (Section 1582 was adopted January 1, 2009), and the adoption of Section 1625 had no impact on the Company’s consolidated financial statements.

Future Accounting Changes

Convergence with International Financial Reporting Standards

In 2006, the Accounting Standards Board of the CICA ratified a strategic plan that will result in Canadian GAAP, as used by public companies, evolving and being converged with International Financial Reporting Standards (“IFRS”) over a transitional period currently expected to be completed by 2011. The International Accounting Standards Board currently has projects underway that should result in new pronouncements which will be included in the convergence process.

Effective January 1, 2011, the Company will prepare its financial statements in accordance with IFRS. The Company will prepare its interim financial results on an IFRS basis beginning with the quarter ended March 31, 2011. The Company will also provide comparative data for the year ended December 31, 2010 on an IFRS basis, including an opening balance sheet as at January 1, 2010.

The Company is in the process of completing a detailed assessment of the requirements of the transition to IFRS, with the intention of identifying: (i) major differences from existing accounting policies (ii) new accounting policies which are appropriate for the Company, (iii) the appropriate disclosures in financial statements prepared under IFRS and (iv) developing an implementation plan.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

4. RESTRICTED CASH

Restricted cash of $147,895 (2009 - $202,707) represents project reclamation deposits in favour of regulatory authorities held as site restoration deposits. The amount of the deposit is determined at the time the exploration program is planned and a notice of work is submitted to the regulatory authority. If the work is more extensive than previously planned, the amount of the deposit will be increased. When reclamation work is completed on a project, the deposit is released to the Company.

5. MARKETABLE SECURITIES

The following table summarizes the components of available-for-sale financial instruments reported as marketable securities at December 31:


	Number of Shares	Cost	2010 Fair Value	2009Fair Value
Arcus Development Group Inc.	50,000	$ 7,000	$ 11,250	$ 17,250
Evrim Metals Corp.	2,000,000	1,000,000	1,000,000	-
Brixton Metals Corporation	475,000	156,750	118,750	-
CVC Cayman Ventures Corp.	25,000	4,250	3,500	-
Capstone Mining Corporation	-	-	-	24,467
Island Arc Exploration Corporation	200,000	18,000	12,000	21,000
It's Your Nickel Exploration	200,000	-	-	-
Laurion Minerals Exploration Inc.	500,000	22,500	52,500	90,000
Millrock Resources Inc.	500,000	222,500	460,000	50,000
Plutonic Power Corporation	-	-	-	95,700
Silver Quest Resources Ltd.	155,000	74,333	91,450	72,000
Balance		$ 1,505,333	$ 1,749,450	$ 370,417

The Company has recorded realized gains of $2,477,815 on the sale of its marketable securities, including its shares in Clancy (Note 7). African Consolidated Resources shares were sold during the previous year for gross proceeds of $90,099, on which the Company realized a loss of $240,285. The Company has also recorded an impairment loss in the statement of operations for the year ended December 31, 2009 of $130,000 on Laurion Minerals Exploration Inc. shares. The fair value of marketable securities is determined by the closing bid price of the shares as quoted on a stock exchange, or, where not quoted, as determined by the share of fair values of the underlying net assets of the investee.

The following table summarizes the classification of the Company’s marketable securities within the fair value hierarchy at December 31, 2010:


	Quoted prices in active markets for identical assets (Level 1)	Significant other observable inputs (Level 2)	Significant unobservable inputs (Level 3)	Total
Public securities	$ 749,450	$ -	$ -	$ 749,450
Private security	-	1,000,000	-	1,000,000
	$ 749,450	$ 1,000,000	$ -	$ 1,749,450

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

5. MARKETABLE SECURITIES (continued)

There were no transfers between levels of the fair value hierarchy during the year.

The following table summarizes the classification of the Company’s marketable securities within the fair value hierarchy at December 31, 2009:


	Quoted prices in active markets for identical assets (Level 1)	Significant other observable inputs (Level 2)	Significant unobservable inputs (Level 3)	Total
Public securities	$ 370,417	$ -	$ -	$ 370,417
Private security	-	-	-	-
	$ 370,417	$ -	$ -	$ 370,417

There were no transfers between levels of the fair value hierarchy during the previous fiscal year.

The aggregate fair value of investments with unrealized losses and the aggregate amount of the unrealized losses are:


Unrealized Loss Position for Less than 12 months	Fair Value	Unrealized Losses
December 31, 2010 – Public securities	$ 134,250	$ (44,750)
December 31, 2009 – Public securities	$ 187,417	$ (14,713)

There are four (2009: four) investment positions in an unrealized loss position, all of which are publicly traded securities. These investments have been in an unrealized loss position for less than 12 months, and the temporary impairment has been determined to be due to current market conditions and therefore is included in other comprehensive loss.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

6. MINERAL PROPERTY INTERESTS

Some of the property commitments listed below were assumed at the time of the acquisition of Rimfire and relate to prior property option or purchase agreements.

The Company’s commitments to earn or acquire its mineral property interests and commitments by exploration joint venture partners to option mineral property interests from the Company are included in the Company’s Annual Information Form which is filed with regulatory authorities along with these financial statements. Summaries of each property agreement are included below.

Nevada

Colorback Property

The Company has signed a lease and purchase agreement with Desert Hawk Resources Inc. (“Desert Hawk”) on the Colorback Property, located on the Cortez-Battle Mountain Trend, Nevada. Desert Hawk has agreed to an option to purchase the property for a 19 year period commencing on November 2, 2010 and terminating on November 2, 2029. During the first five years of the agreement, the property may be purchased for US$1,000,000 including any advanced royalty payments and a buy-down of the net smelter royalty (“NSR”) from 2.5% to 2.0%. Following the first five years, the property may be purchased for US$5,000,000 including any advanced royalty payments and a buy-down of the NSR from 2.5% to 2.0%. Desert Hawk has agreed to an advanced royalty payment schedule of US$50,000 on signing (paid) and every anniversary in years 1 to 4 inclusive, escalating to US$75,000 in years 5 to 9, followed by US$100,000 until the end of the lease.

British Columbia

Gillis Property

The Company has signed an option agreement effective September 5, 2008 to earn a 100% interest in the Gillis property, subject to a 2% Net Smelter Return (“NSR”), 1.5% of which can be purchased for $1.5 million. The Company is required to complete aggregate exploration expenditures of $300,000 by September 5, 2012, make cash payments of 2.5% of mineral exploration expenditures and other cash payments totalling $165,000 on or before September 5, 2011 and issue 217,500 common shares within 10 days of announcing a National Instrument 43-101 compliant gold resource of at least 500,000 ounces. The Company signed an option agreement with CVC Cayman Ventures Corp. (“Cayman”) effective August 30, 2010, whereby Cayman may earn a 51% interest in the Gillis property in return for a total of $2,000,000 in expenditures, $155,000 in cash payments (received $30,000) and issuing 250,000 common shares (25,000 shares received) prior to August 30, 2014. Cayman can increase their interest by an additional 9% (60% total) by spending an additional $1,000,000 in exploration by August 30, 2015.

RDN Property

The Company acquired a 100% interest in the RDN mineral claims, subject to a 1.34% NSR. The Company may purchase one-half of the NSR for $666,666. The Company signed an option agreement with Northgate Minerals Corporation (“Northgate”) which provides that Northgate can earn a 51% interest in the RDN Property on completion of aggregate exploration expenditures of $5,000,000 and cash payments of $200,000. The Company is the project operator until

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

6. MINERAL PROPERTY INTERESTS

Northgate has earned its 51% interest. Northgate may earn an additional 9% interest by completing a feasibility study and funding all expenditures up to completion of the feasibility study. This agreement was amended to suspend the terms of the option agreement until such time as road access to the RDN property is constructed.

The Company (40%) and Northgate (60%) purchased 100% of the LL property, which is contiguous with the RDN property, for $30,000 cash, subject to an NSR of 2%. This royalty can be purchased at any time for $2,000,000.

Redton Project

Under the terms of an option agreement, the Company had an option to fund $4.75 million in exploration expenditures to earn an 85% interest in the Alkali Gold Project (“Redton”) located in British Columbia, with such expenditures to be incurred over the five-year period ending June 3, 2010. The Company had incurred in excess of $4.75 million in exploration expenditures and earned its 85% interest in Redton. Redton Resources Inc. holds the other 15% interest. The Company made an advance royalty payment of $20,000 during the year.

Thorn Property

The Company holds a 100% interest in the Thorn mineral property, subject to a 3.5% NSR. The Company can purchase 2% of the NSR for $3,000,000. The Company is required to issue an additional 175,000 shares upon commencement of commercial production from the property. Cangold Limited (“Cangold”) subsequently earned a 51% interest in the Thorn property. The Company acquired Cangold’s interest in the property by paying cash of $100,000 and issuing 100,000 shares. Cangold maintains an entitlement to 25% of any cash or share payments received by the Company in the event of a third party partner becoming involved in the exploration and development of the property.

On June 3, 2010, the Company signed an agreement with Brixton Metals Corporation (“Brixton”), granting Brixton an option to earn a 51% interest in the property for cash payments totalling $200,000 (including $25,000 on signing (received 75% - $18,750), and $50,000 in 2010 (received 75% - $37,500)) and issuing a total of 400,000 common shares (of which 100,000 have been issued – the Company has received 75,000 shares, or 75%) on or before December 12, 2013. Brixton can earn their interest by completing exploration expenditures of $1,000,000 in the first year, and $4,000,000 before December 12, 2014. After earning a 51% interest, Brixton may elect to increase its interest from 51% to 65% by spending an additional $10,000,000 in property expenditures within three years of the election.

The option agreement was amended November 9, 2010 whereby Brixton could now earn the initial 51% by spending $200,000 by December 12, 2011 and $4.8 million in exploration expenditures by December 12, 2014. A minimum exploration expenditure of $1,500,000 is required in the second year and $750,000 per year thereafter. Under the amendment, Brixton is required to spend $1,200,000 by December 31, 2011 or deposit to a third party by the same date of not less than $1,000,000 to be incurred as exploration expenditures the following year.

Tide Property

The Company purchased the Tide mineral property from Newmont Canada Limited subject to a 1.5% NSR in the event the property becomes commercially feasible to mine. American Creek

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

6. MINERAL PROPERTY INTERESTS

Resources Ltd. (“American Creek”) has earned a 51% interest in the property subject to a 1% NSR upon their interest in favour of Serengeti Resources Inc. The Company signed a letter of agreement with American Creek for a second option whereby American Creek can earn an additional 9% interest by funding a further $3.5 million in exploration on or before December 31, 2010 (not spent); an additional 5% interest by funding a bankable feasibility study, and, at the Company’s election, another 5% interest (for a total of 70%) by providing 100% of the initial project development financing. At the date of these consolidated financial statements, American Creek has not spent the required $3.5 million in exploration and, hence, the Company continues to carry its 49% interest.

Williams Property

The Company acquired a 100% interest in the Williams property, subject to a 1.25% NSR. The Company is required to issue an additional 43,500 common shares upon commencement of commercial production from the property. The Company can purchase 0.75% of the NSR for $1,000,000. Advance royalty payments of $5,000 per year are payable to the underlying vendor.

Kliyul Property

During the year ended December 31, 2010, the Company completed three separate purchase agreements to acquire the property interests of Rio Tinto Exploration Canada Inc. (“Rio Tinto”) (as to 45%), First Majestic Silver Corp. (as to 30%) and Daylight Energy Ltd (as to 25%) in the Kliyul Cu-Au porphyry project. Additionally, the project was expanded with the purchase of a mineral claim held by Northwest Enterprises Inc. These transactions result in the Company owning a 100% interest in the property, subject to a 1.5% NSR in favour of Rio Tinto. Total consideration of $115,488 was paid.

Quesnel Trough Properties

Yukon

Boulevard Property (Northgate Alliance)

The Boulevard Property was staked on behalf of an alliance with Northgate Minerals, who earned a 60% interest in the property. The Company signed an option agreement with Silver Quest Resources Ltd. (“Silver Quest”) whereby Silver Quest can acquire the Company’s 40% interest in the property by making staged cash payments totalling $80,000 (paid, of which the Company’s 40% portion is $32,000), issuing an aggregate of 400,000 shares (issued, of which the Company’s 40% portion is 160,000 common shares) and completing exploration expenditures of $3,000,000 over a five year period. The Company retains a 1% net smelter

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

6. MINERAL PROPERTY INTERESTS

royalty (“NSR”) on the property, with Silver Quest having the right to buy back 0.5% of the NSR for $750,000. If additional claims are staked within the areas of interest, Silver Quest will issue additional shares and the NSR will be extended to the new claims. The Company has received an additional 100,000 common shares of Silver Quest upon staking new claims within this project area.

Wernecke Breccia Property

The Company signed an agreement with Fronteer Development Group Inc. (“Fronteer”, now Newmont) to acquire 700 mineral claims and a proprietary geoscience dataset covering a large region of the northern Yukon known as the “Wernecke Breccias”, from Newmont Exploration Canada Limited and NVI Mining Ltd., a subsidiary of Breakwater Resources Ltd. Fronteer is the operator of the project and funded 100% of the required $2 million in exploration expenditures to earn an 80% interest, with the Company earning the remaining 20% interest. Newmont and NVI retain a total 2% NSR. There is a 7.5% to 15% Net Profits Interest (“NPI”) payable to the underlying vendors. A Joint Venture has been formed between Fronteer and the Company, and ongoing exploration expenses will be shared pro-rata subject to dilution for non-participation. Should either party’s interest fall below 5%, their interest will be converted to a 3% NPI after payback of capital.

Alaska

Goodpaster Properties

On February 22, 2007, the Company signed an option agreement with Rubicon Minerals Corporation (“Rubicon”). The terms of the agreement provide that Rubicon is required to fund a total of US$4.8 million in exploration expenditures over 6 years (November 27, 2012) to earn a 60% interest in the properties. Upon vesting, Rubicon may acquire a further 10% interest in the properties by completing a feasibility study, and, at the Company’s election, may acquire an additional 5% interest (for a total of 75%) by providing a project financing loan to be repaid from the Company’s free cash flow upon production. Underlying royalties of 1.75% to 2% NSR exist on the claims.

Uncle Sam Property

On November 2, 2009, the Company signed an option agreement with Millrock Resources Inc. (“Millrock”) giving Millrock the option to earn a 100% interest in the Uncle Sam property in Alaska. Under the terms of the agreement Millrock is required to make cash payments totalling US$200,000 over four years with US$40,000 being paid upon the TSX Venture Exchange’s approval of the agreement (paid). The Company has received additional payments of US$40,000 pursuant to this agreement. In addition, Millrock is required to issue 1,000,000 shares to Kiska over four years (500,000 shares received to date) and has made a commitment to spend US$2,700,000 on exploration over four years. There is an underlying 2% NSR payable to Royal Gold Inc.

Whistler Property

Under the terms of a letter agreement dated June 2007 with Kennecott Exploration Company (“Kennecott”), the Company spent a total of US$5.0 million by December 31, 2008 and earned a 100% interest in the Whistler Project. Kennecott retains a 2% NSR on the Whistler property. During the fiscal year, the Company completed a prescribed exploration program (a three

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

6. MINERAL PROPERTY INTERESTS

dimensional Induced Polarization geophysical survey and 20 drillholes) on the property and delivered a final report detailing the program as required under a revision of the Kennecott agreement. This work triggered a decision from Kennecott regarding its back-in rights, which they chose to waive, thus allowing the Company 100% ownership and control over the Whistler property, subject to underlying royalties. Some of the claims are subject to a 1.5% net smelter royalty (NSR) to the original owner, which can be brought down to 0.5% by a US$10 million buy-down. Moreover, Teck Cominco owns a 2% net profit interest (NPI) over all of these claims.

Copper Joe Property

Australia

Lachlan Fold Belt Project

The Company signed a farm-in agreement with Inmet Mining (Australia) Pty. Ltd. (“Inmet Australia”) to explore the Barmedman licence. Inmet Australia can earn a 60% interest in the project by funding exploration expenditures of Australian (“A”) $5,000,000 over four years and making cash payments to the Company of A$250,000. The Company will be operator until completion of the option requirements. The property is subject to an underlying agreement which requires payment of fees based on exploration expenditures and includes a 2% NSR.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

6. MINERAL PROPERTY INTERESTS

Victoria Goldfields

Effective June 27, 2008, the Company signed a letter of agreement for a farm-in and joint venture with Northgate Australian Ventures (“Northgate Ventures”) for three mining tenements in the Stawell Corridor of the Victoria Goldfields. The Company can earn a 50% interest in one or all of the three properties by funding an additional A$500,000 per property by March 31, 2011 with a minimum expenditure of A$150,000 per property per year.

Upon the Company earning a 50% interest in one or more properties, Northgate Ventures will have the option to earn a 60% interest in the property by funding an additional A$1.5 million in exploration expenditures within 3 years, to form a 50:50 joint venture with the Company or elect not to contribute and allow the Company to earn a 100% interest in the property by funding an additional A$2 million in exploration expenditures over 4 years.

On April 15, 2010, and amended July 26, 2010 and September 15, 2010, the Company assigned to Brixton its option on the Victoria Goldfields properties in return for Brixton assuming the exploration funding commitments to Northgate and making a $100,000 payment to the Company (received), including $50,000 paid on signing (received). Brixton has also agreed to issue the Company the equivalent of $100,000 worth of its common shares as consideration for the option (received an equivalent 400,000 common shares of Brixton during the year).The Company remains the operator of the exploration program and incurs all costs on behalf of Brixton in return for a fee equivalent to 10% of all expenditures. Brixton relinquished their option on this property prior to December 31, 2010.

Mexico

The Company had held an interest in exploration projects in Sonora, Durango and Sinaloa States in Mexico. Twelve projects were held in a joint venture with Azure Minerals Limited (“Azure”), which Azure terminated during the year, thus allowing the Company to retain a 100% interest in nine exploration projects.

Pursuant to an agreement dated September 17, 2010, and closing on October 7, 2010, the Company has sold its interest in Minera Geoinformatica (“Minera”), thereby selling its 100% interest in nine of the Mexican properties to Evrim Metals Corporation (“Evrim”) for consideration of a total of 2,000,000 common shares of Evrim plus ongoing performance-based share payments. The Company has also appointed a representative to the Evrim Board of Directors. The performance-based share payments amount to 10,000 to 50,000 shares per property, depending upon the status of the property, for a period of five years. Similar payments are also required if Evrim acquires any property out of the database included in the Minera sale. The Company will also receive a 1,000,000 share payment for every property that is advanced to a positive production decision.

The results of Minera up to the date of sale have been presented as discontinued operations on the statement of operations. Discontinued operations includes revenue of $39,319, and a gain on the sale of $1,003,577 has been recognized.

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KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

7. EQUITY INVESTMENT

During the year, the Company sold its total interest in Clancy Exploration Limited (“Clancy”) of 28,506,883 ordinary shares for total proceeds of $2,305,579. Pursuant to the sale a gain of $2,305,579 was recognized in these statements. As at December 31, 2009 the 28,506,883 ordinary shares represented 37.9% of Clancy’s issued and outstanding shares and was accounted for as an equity investment.

During June 2009, Clancy completed a rights offering whereby Clancy ordinary shares were offered at A$0.08 per share (the “Rights Offering”) raising approximately A$1,000,000. Pursuant to the Rights Offering the Company acquired an additional 5,701,377 ordinary shares for a total cash consideration of A$456,110 (C$410,398). In December 2009, Clancy completed a share purchase plan in which the Company did not participate. Including private placements during the year, Clancy issued 14,621,793 shares. As a result the Company’s equity interest in Clancy decreased from 47.7% to 37.9% in 2009.

On March 30, 2010, Clancy completed a placement for gross proceeds of A$900,000 from the issuance of 6,923,077 shares at a price of A$0.13 per share. In addition, on August 11, 2010 Clancy closed a rights offering whereby a total of approximately 27,500,000 shares were offered at A$0.08 per share raising approximately A$2,200,000. The Company did not participate in these placements and received $65,190 for the sale of its Clancy rights and its interest decreased from 37.9% to 26.0% prior to the disposition by the Company of its shares in Clancy. Following from this dilution of the Company’s shareholding interest in Clancy, the Company recognized a dilution gain and equity loss on its investment in Clancy of $489,277.

7. EQUITY INVESTMENT (continued)

For the years ended December 31, 2010, 2009 and 2008, the Company recorded an equity loss on its investment on Clancy as follows:


	2010	2009	2008
Balance, beginning of year	$ -	$ 765,747	$ 1,681,928
Acquisition of ordinary shares	-	410,398	-
Dilution gain on issuance of shares by Clancy	489,277	-	-
Equity in loss of Clancy	(489,277)	(1,176,145)	(916,181)
Balance, end of year	$ -	$ -	$ 765,747

The Company had the following transactions with Clancy for the years ended December 31:


	2010A$	2009 A$	2008 A$
Revenue earned from services provided to Clancy	$ -	$ -	$ 137,268
Revenue earned from equipment sold to Clancy	-	196	4,246
Expenses paid by the Company on behalf of Clancy	-	-	-
Services purchased from Clancy	-	-	6,240
Expenses paid by Clancy on behalf of the Company	-	2,608	11,390
Amounts received from Clancy in settlement of trade and other receivables	-	116	158,682
Amounts paid to Clancy on trade and other payables	-	-	26,156
Loan repayment by Clancy, on behalf of its subsidiary, Geoinformatics Exploration Tasmania Pty Ltd.	-	-	1,649

The average foreign exchange rate for the year ended December 31, 2010 for $1 Canadian dollar was A$1.0576 (2009 – A$1.1003, 2008 - A$1.1269).

The carrying value and market value of the Clancy shares held by the Company and accounted for using the equity basis were as follows:


	2010	2009
Investment in Clancy on an equity basis	$ -	$ -
Market value of Clancy shares held at December 31	-	3,767,869

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

8. PROPERTY AND EQUIPMENT


	December 31, 2010
	Cost	Accumulated depreciation	Net book value

Appliances	$ 124,396	$ (77,965)	$ 46,431
Camp structures	513,459	(231,043)	282,416
Computer software	72,610	(58,560)	14,050
Computer equipment	168,691	(135,491)	33,200
Field equipment	133,288	(40,127)	93,161
Leasehold improvements	70,299	(40,534)	29,765
Mobile equipment	97,693	(68,440)	29,253
Niton Analyzer	43,586	(32,987)	10,599
Office equipment and furniture	78,324	(34,064)	44,260
	$ 1,302,346	$ (719,211)	$ 583,135


	December 31, 2009
	Cost	Accumulated depreciation	Net book value

Appliances	$ 98,094	$ (37,593)	$ 60,501
Camp structures	286,309	(109,937)	176,372
Computer software	36,456	(24,103)	12,353
Computer equipment	122,843	(87,713)	35,130
Field equipment	73,548	(15,249)	58,299
Leasehold improvements	20,502	(6,407)	14,095
Mobile equipment	121,821	(75,739)	46,082
Niton Analyzer	43,586	(20,149)	23,437
Office equipment and furniture	62,124	(9,111)	53,013
	$ 865,283	$ (386,001)	$ 479,282

9. RELATED PARTY TRANSACTIONS

The following transactions are measured at the exchange amount, which is the amount of the consideration established and agreed to by the related parties.

9. RELATED PARTY TRANSACTIONS (continued)

(a) Note Payable

(b) Due to related party

Some of the Company’s mineral property evaluation and exploration projects are managed by Equity Exploration Consultants Ltd. and Equity Geoscience, Ltd. (collectively “Equity”), companies partially owned (indirectly) by a director of the Company. Balances payable to Equity for fees and reimbursement of costs incurred on behalf of the Company have been separately disclosed as part of “Due to Related Party”. Fees charged to the Company by Equity are on the same basis as those charged by Equity to unrelated third parties. It is anticipated that Equity will continue to provide geological consulting and administrative support services to the Company from time to time, and will be remunerated for such services at the rate charged by Equity to all its other customers.

At December 31, 2010, the Company was indebted to Equity in the amount of $15,946 (2009 - $11,340) for project expenses and consulting services provided by Equity to the Company. During the year ended December 31, 2010, the Company paid Equity $173,598 (2009 - $54,000, 2008 - $Nil) for providing management services, which has been included in consulting and outsourced services and $26,901 (2009: $Nil; 2008: $Nil) included in exploration expenditures on the Statement of Operations and Comprehensive Loss.

(c) Mineral property interests

One of the directors indirectly owns 11% of a 7.5% to 15% Net Profits Interest (“NPI”) in the Wernecke Breccia property. The claims were originally staked and explored by a company in which he holds an interest. When the property was sold to the Newmont and NVI Mining Ltd, that company retained an NPI of varying amounts depending on the claim group.

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

10. CONVERTIBLE LOAN FACILITY

In 2007, the Company drew down on a US$20 million convertible loan facility with Geologic Resource Fund LP (“GRF”), which bore interest at 5%. The Chief Investment Officer of GRF was a member of the Board of Directors of the Company. GRF owned a 36% interest in the Company as at December 31, 2010 (2009 - 40.4%, 2008 – 84.9%). Over the term of the loan it was accreted to its face value through a periodic charge to accretion expense with a corresponding credit to the liability component. The accretion expense was based on the effective interest rate method. For the year ended December 31, 2008, the Company recorded accretion expense of $2,465,774 related to the loans, which is included in financing expense.

On October 20, 2008, the Company closed an equity financing and used a portion of the proceeds to repay the outstanding balance of US$20 million under the convertible loan facility. The Company recorded a settlement gain of $279,859 upon repayment and a realized foreign exchange loss of $2,885,734. In addition, the Company issued 1,065,907 common shares to GRF in satisfaction of the interest of $943,327 on the convertible loan facility for the period from January 1, 2008 to October 16, 2008.

11. LEASE COMMITMENTS

The Company has a lease, which expires August 31, 2015 for office space occupied by its head office and a lease for its Anchorage offices expiring on December 31, 2014. At December 31, 2010, the Company has future minimum annual lease commitments as follows:


	2011	2012	2013	2014	2015
Lease payments	$ 147,021	$ 150,126	$ 158,194	$ 140,018	$ 90,328
Operating costs (estimate)	90,724	90,724	90,724	90,724	60,482
Total	$ 237,745	$ 240,850	$ 248,918	$ 230,742	$ 150,810

12. RECLAMATION OBLIGATIONS

The Company’s exploration activities are subject to various federal, provincial and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment, and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. Management’s current estimate of reclamation and other future site restoration costs to be incurred for existing mineral property interests has been included in these financial statements as reclamation obligations. The undiscounted amount of the estimated cash flows required to settle the obligations, which are expected to be paid over the next four years, is $484,303. The discount rates used to determine the present value of the estimated cash flows is 1.85% to 2.25%.


Balance, December 31, 2008		$ -
Reclamation obligations assumed on acquisition (Note 1)		45,562
Reclamation obligations recognized		355,829
Balance, December 31, 2009		401,391
Reclamation obligations recognized		160,914
Foreign exchange		(13,518)
Payments of reclamation expenses		(71,199)
Balance, December 31, 2010		$ 477,588

13. SHARE CAPITAL

(a) Common shares

Authorized: Unlimited common shares without par value

Issued and fully paid common shares


		Number of Shares	Amount
January 1, 2008		4,486,560	$20,342,562
	Issued for cash on private placement	19,552,000	29,328,000
	Issued in satisfaction of interest on convertible loan	1,178,416	1,440,335
	Issued upon exercise of options including transfer from contributed surplus	18,300	172,866
	Share issue costs	-	(1,235,721)

December 31, 2008		25,235,276	50,048,042
	Issued for acquisition (Note 1)	22,365,258	12,412,717
	Issued for cash on private placement	9,000,000	4,950,000
	Allocation to fair value of warrants issued in private placement	-	(1,267,650)
	Issued upon exercise of options including transfer from contributed surplus	140,827	106,547
	Share issue costs	-	(590,618)
December 31, 2009		56,741,361	65,659,038

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

13. SHARE CAPITAL (continued)

(a) Common shares


December 31, 2009		56,741,361	65,659,038
	Issued for cash on private placement	16,940,914	12,436,750
	Allocation to fair value of warrants issued in private placement	-	(5,074,270)
	Issued upon exercise of stock options including transfer from contributed surplus	5,820,423	6,841,997
	Share issue costs	-	(958,789)

December 31, 2010		79,502,698	$ 78,904,726

On December 22, 2008, the Company completed a 1 for 10 stock consolidation which had been approved at a special meeting of shareholders held on October 15, 2008. On August 5, 2009, the Company completed a further 1 for 3 stock consolidation which had been approved at a special meeting of shareholders held on July 30, 2009. All share amounts in these consolidated financial statements have been revised to reflect the effects of the stock consolidations.

On September 16, 2009 the Company closed a private placement upon which it issued 9,000,000 common shares at $0.55 for proceeds of $4,950,000, and granted warrants for the purchase of 4,500,000 common shares at $0.80 per share, expiring on March 16, 2011. The Company also granted broker warrants for the purchase of 540,000 common shares at $0.80 per share, expiring on March 16, 2011.

On March 2, 2010, the first tranche of a non-brokered private placement closed. Each unit consisted of one common share and one-half of one non-transferable share purchase warrant and were issued for $0.66 per unit. Each whole warrant entitles the holder to purchase, for a period of one year from the closing of the private placement (the "Closing"), one common share at a price of $0.92 per share. The warrants contain a provision that will enable the Company to force exercise of the warrants if, during the term of any unexercised warrant commencing four months after the Closing, the common shares of the Company trade on any exchange for a period of 20 consecutive trading days at a price of $1.40 per share or greater. There were 6,720,000 units issued in the first tranche and the warrants expire on March 2, 2011. In addition, a cash commission of $114,840 was paid and 24,000 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $10,609 which was charged against share issue costs. The net cash proceeds from this placement were $4,320,360.

The second tranche of the placement closed on March 11, 2010. There were 2,372,500 units issued for $0.66 per unit. The warrants expire on March 11, 2011. In addition, a cash commission of $73,458 was paid and 111,300 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $54,473 which was charged against share issue costs. The net cash proceeds from this placement were $1,492,392.

13. SHARE CAPITAL (continued)

(a) Common shares (continued)

On August 10, 2010 the Company closed the brokered portion of a private placement of units for total proceeds of $4,102,800. Each unit was priced at $0.82 and consisted of one common share and one half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $1.15 per share until August 10, 2012. A commission of 6% of gross proceeds ($246,168) was paid and is included in share issue costs. Moreover, a total of 80,693 agent’s warrants, valued at $61,917 and charged against share issue costs, were granted in connection with the placement, each entitling the holder to purchase one common share at a price of $0.82 per share until August 10, 2012.

On August 16, 2010 the Company closed the non-brokered portion of the private placement of units for gross proceeds of $2,332,900. Each unit was priced at $0.82 and consisted of one common share and one half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $1.15 per share until August 16, 2012. The common shares and warrants comprising the units and the common shares issuable upon exercise of the warrants are subject to a four-month hold period expiring December 17, 2010. A cash commission of $126,296 was paid and included in share issue costs in addition to the granting of 154,020 agent’s warrants valued at $118,158 and charged against share issue costs. Each agent’s warrant entitles the holder to purchase one common share at a price of $0.82 per share until August 16, 2012.

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

13. SHARE CAPITAL (continued)

(b) Incentive stock options

The Company issues share purchase options to directors, officers and employees of the Company and persons who provide ongoing services to the Company under an incentive stock option plan. The aggregate number of shares of the Company that may be granted pursuant to the Plan is limited to 10% of the issued and outstanding shares of the Company. The Plan is administered by the Board of Directors, which determines individual eligibility under the Plan, the number of shares optioned to each grantee and the vesting period. The exercise price of share purchase options will be no less than the closing price of the shares on the TSX Venture Exchange on the date on which the option is granted. Options will expire no later than five years from the grant date, except that they will expire within thirty days when the holder is no longer qualified to hold the option (other than for cause, when the option will expire immediately). Individual grants vest over two years with one-half vesting immediately, one-quarter vesting on the first anniversary date of the grant and the remaining one-quarter vesting on the second anniversary date. Individual grants of up to 30,000 shares vest immediately.

Details of outstanding share purchase options are as follows:


	December 31, 2010		December 31, 2009
	Number of shares	Weighted average exercise price	Number of shares	Weighted average exercise price
Outstanding at beginning of year	4,383,844	$ 1.06	134,808	$ 8.61
Granted	3,000,000	0.87	3,353,328	0.65
Issued on acquisition (Note 1)	-	-	1,905,300	1.51
Exercised	(746,073)	0.57	(140,827)	0.42
Expired	(79,633)	1.49	(169,650)	1.33
Forfeit/Cancelled	(523,311)	0.72	(699,115)	1.87
Outstanding at end of year	6,034,827	$ 1.05	4,383,844	$ 1.06
Options exercisable at end of year	4,194,043	$ 1.14	2,771,982	$ 1.30

13. SHARE CAPITAL (continued)

(b) Incentive stock options (continued)

The following share purchase options are outstanding at December 31, 2010.


Expiry Date	Options Outstanding(number of shares)	Options Exercisable(number of shares)	Exercise price	Weighted Average Remaining Life
June 27, 2011	3,000	3,000	$ 7.50	0.49
July 17, 2011	556,800	556,800	1.90	0.54
January 11, 2012	100,050	100,050	2.29	1.03
July 16, 2012	287,100	287,100	2.24	1.54
August 1, 2012	5,998	5,998	6.90	1.59
December 10, 2012	208,800	208,800	1.84	1.95
July 16, 2013	69,600	69,600	0.98	2.54
December 19, 2013	176,175	176,175	0.17	2.97
March 1, 2014	65,250	48,938	0.25	3.17
March 19, 2014	394,554	287,582	0.45	3.22
December 15, 2014	1,320,000	982,500	0.90	3.96
February 4, 2015	250,000	175,000	0.72	4.10
June 25, 2015	250,000	125,000	1.00	4.48
July 12, 2015	2,347,500	1,167,500	0.87	4.53
	6,034,827	4,194,043	1.05	3.55

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

13. SHARE CAPITAL (continued)

(b) Incentive stock options (continued)

The weighted average grant-date fair value of share purchase options granted during the year ended December 31, 2010 was $0.87 per option (2009 - $0.41; 2008 - $0.37). The Company determines the fair value of the options for the purposes of determining share-based compensation expense using the Black-Scholes option pricing model and used the following weighted average assumptions:


	December 31, 2010	December 31, 2009	December 31, 2008
Volatility	281%	96%	105%
Risk-free interest rate	2.21%	2.02%	2.88%
Expected life	5 years	4.3 years	5 years
Expected dividend yield	-	-	-

The expected life of options is determined using historical information comparing grant date to exercise or forfeiture date for each of the option groups (employees, officers and directors). The volatility is calculated using the closing price of the common shares over the same period as the expected life of the option granted. The risk–free interest rate is determined from the latest zero-coupon yield rate as published by the Bank of Canada for the period which most closely matches the expected life of the option.

The total share-based compensation expense charged against operations for the year ended December 31, 2010 was $1,684,765 (2009 - $544,872, 2008 - $76,461), of which $581,333 has been allocated to exploration expenditures (2009 - $147,599, 2008 - $Nil), and $117,549 (2009 - $nil, 2008 - $nil) was recognized in consulting and outsourced services. The total share-based compensation cost related to non-vested awards not yet recognized is $1,414,849, to be recognized over a weighted-average 0.91 years.

13. SHARE CAPITAL (continued)

(c) Warrants

Details of outstanding warrants are as follows:


	December 31, 2010		December 31, 2009
	Number of shares	Weighted average exercise price	Number of shares	Weighted average exercise price
Outstanding at beginning of year	5,040,000	$ 0.80	-	$ -
Issued on equity financing	8,840,471	1.02	5,040,000	0.80
Exercised	(5,074,350)	0.85	-	-
Expired	-	-	-	-
Outstanding at end of year	8,806,121	$ 0.99	5,040,000	$ 0.80

The following warrants are outstanding at December 31, 2010.


Number of	Issue Price
Warrants	Per Warrant	Expiry Date
2,084,150	$ 0.80	March 16, 2011
1,639,000	0.92	March 2, 2011
924,050	0.92	March 11, 2011
2,582,401	0.82	August 10, 2012
1,576,520	0.82	August 16, 2012
8,806,121

14. INCOME TAXES

The Company’s future income tax assets and liabilities are:


		December 31
		2010	2009
Future income tax assets (liabilities)
	Mineral property interests	$ 2,958,304	$ 2,483,279
	Other assets	18,038	3,572
	Marketable securities	(24,265)	669
	Investments	-	168,938
	Tax loss carry-forwards	16,069,075	14,478,391
		19,021,152	17,134,849
	Valuation allowance	(19,021,152)	(17,134,849)
Net future income tax assets		$ -	$ -

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

14. INCOME TAXES (continued)

A reconciliation of the provision for income taxes is as follows:


			Year ended December 31
			2010	2009	2008
Loss before income taxes			$ (11,944,218)	$ (18,687,266)	$ (17,355,320)

Combined Canadian and provincial statutory tax rates			28.5%	30.0%	32.5%

Recovery of income taxes based on combined statutory tax rates			$ 3,404,102	$ 5,606,180	$ 5,640,479

Add (deduct):
	Higher (lower) effective tax rates in foreign jurisdictions		578,918	67,116	127,074
	Non-deductible expenses
		Share-based compensation	(280,977)	(130,217)	(24,850)
		Equity investment dilution gain	-	-	-
		Accretion expense	-	-	(801,377)
		Mineral property acquisition costs	-	(2,392,286)	-
		Other	(710,060)	(546,570)	319,594
	Tax effect of current period losses not recognized		(2,991,983)	(2,604,223)	(4,166,341)
	Future income tax asset not previously recognized		32,024	2,763	-
Income tax recovery			$ 32,024	$ 2,763	$ 1,094,579

At December 31, 2010, the Company has unrecognized losses for income tax purposes of approximately $51,152,000 which may be used to offset taxable incomes of future years. If unused, these losses will expire as follows:


2014	$	955,000
2015		2,628,000
2026		5,304,000
2027		8,992,000
2028		14,765,000
2029		8,010,000
2030		10,498,000
	$	51,152,000

14. INCOME TAXES (continued)

The Company also has unrecognized resource related tax deductions of approximately $6,995,000 available for deduction against future Canadian taxable income, which can be carried forward indefinitely.

In assessing the Company’s ability to utilize future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are or become deductible or during the periods before expiry of the loss carry forwards. Management considers the scheduled reversal of future tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which tax assets are deductible, management currently believes it is more likely than not that the Company will not realize the benefits of the future income tax assets.

15. CAPITAL MANAGEMENT

The Company’s objective when managing capital, which is unchanged from prior years, is to safeguard the Company’s ability to continue as a going concern so that it can continue to provide returns to shareholders and benefits for other stakeholders in the exploration and development of its mineral properties. The Company considers its capital to include the components of shareholders’ equity.

The Company’s capital structure reflects that of a company focused on mineral exploration and financing both internal and external growth opportunities. The exploration for and development of mineral deposits involves significant risk which even a combination of careful evaluation, experience and knowledge may not adequately mitigate.

The Company manages and adjusts its capital structure when changes to the risk characteristics of the underlying assets or changes in economic conditions occur. To maintain or adjust the capital structure, the Company may issue new shares or acquire or dispose of mineral property interests. The Company is not subject to externally imposed capital requirements.

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets which are revised periodically based on the results of its exploration programs, availability of financing and industry conditions. Annual and materially updated budgets are approved by the Board of Directors.

In order to maximize ongoing development efforts, the Company does not pay out dividends. The Company’s investment policy is to invest any excess cash in liquid short-term interest-bearing instruments with maturities of one year or less. When utilized, these instruments are selected with regard to the expected timing of expenditures from continuing operations.

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

16. RISK MANAGEMENT

The Company’s activities expose it to a variety of financial risks, which include market risk, foreign currency risk, interest rate risk, credit risk and liquidity risk. The Company’s risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

Market Risk

The Company’s financial instruments include marketable securities which are publicly traded and therefore are subject to the market risks that affect all publicly traded securities. Some of these investments are thinly traded which could result in lower quoted market values. The Company monitors the market of these securities and sells appropriate portions of the portfolio when price and market conditions permit. When the value of individual marketable securities is determined to have suffered impairment due to investee circumstances or project developments, the resulting loss is reported in the statement of operations as an impairment loss on marketable securities.

Foreign Currency Risk

The Company incurs certain expenses in currencies other than the Canadian dollar which is the functional currency for the Company. The Company is subject to foreign exchange risk as a result of fluctuations in exchange rates. The Company manages this risk by maintaining bank accounts in US Dollars, Australian Dollars and Mexican Pesos related to its United States, Australian and Mexican operations, to pay these foreign currency expenses as they arise. Receipts in foreign currencies are maintained in those currencies. The Company does not undertake currency hedging activities. The Company also does not attempt to hedge the net investment and equity of integrated foreign operations.

During the year ended December 31, 2010, as a result of fluctuations of the Canadian dollar, the Company recognized a foreign exchange loss of $149,275 in continuing operations. During the year ended December 31, 2009, the Company recognized a foreign exchange gain of $68,760 (2008 – loss of $3,130,547) in operations which was mainly attributable to the US denominated convertible loan facility as described in Note 10.

Interest Rate Risk

The Company’s financial instruments may include bankers’ acceptances and treasury bills. These instruments bear a fixed rate of interest and a fixed maturity date of one year or less. If the Company is required to liquidate them prior to the maturity date, there is a risk that interest rates will have increased such that the market value of the instrument is less than the carrying or face value. As at December 31, 2010, the Company did not hold any of this type of financial instrument. The Company maintains term deposits with varying maturity dates to take advantage of changing interest rates and to ensure that sufficient funds are available when required.

16. RISK MANAGEMENT (continued)

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. To reduce credit risk, cash and cash equivalents are on deposit at major financial institutions. Credit risk relating to amounts receivable arises from the possibility that any counterparty to an instrument fails to perform. The majority of the Company’s receivables relate to recoveries of the Goods and Services Tax, and the Company is not aware of any counterparty risk that could have an impact on the fair value of such receivables. As such, the Company considers this risk to be minimal.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Accounts payable and accruals are due within the current operating period. The Company manages liquidity risk through the management of its capital structure (Note 15).

The Company uses sensitivity analysis to measure the effect on total assets or total receipts of reasonably foreseen changes in interest rates and foreign exchange rates. The analysis is used to determine if these risks are material to the financial position of the Company. On the basis of current market conditions, the Company has determined that a 1% change in interest rates would affect the expected total receipts by $63,000 (2009 - $10,700) and a 10% change in foreign exchange rates would affect the fair value of total assets by $118,600 (2009 - $98,900). Actual financial results for the coming year will vary since the balances of financial assets are expected to decline as funds are used for Company expenses.

17. OPERATING SEGMENTS

The Company operates in one industry segment, mineral exploration, within four geographic areas: Canada, United States, Australia, and, until October 7, 2010, Mexico (Note 6). All subsidiaries are operated as one entity with management in common located at the Company’s head office. There is an inactive subsidiary in Ireland.

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

17. OPERATING SEGMENTS (continued)

The following table shows the assets attributable to each geographical area at the balance sheet dates:


December 31, 2010		Canada	United States	Australia	Mexico (Discontinued)	Ireland	Total
Current Assets
	Cash and cash equivalents	$ 6,127,520	$ -	$ 151,220	$ -	$ 18,976	$ 6,297,716
	Restricted cash	8,719	6,086	20,360	-	-	35,165
	Marketable securities	1,749,450	-	-	-	-	1,749,450
	Amounts receivable	328,525	16,395	2,087	-	-	347,007
	Prepaid expenses and deposits	117,423	259	123	-	805	118,610
		8,331,637	22,740	173,790	-	19,781	8,547,948
	Restricted cash	97,690	15,040	-	-	-	112,730
	Property and equipment, net	124,744	457,377	1,014	-	-	583,135
Total Assets		$ 8,554,071	$ 495,157	$ 174,804	$ -	$ 19,781	$ 9,243,813


December 31, 2009		Canada	United States	Australia	Mexico (Discontinued)	Ireland	Total
Current Assets
	Cash and cash equivalents	$ 665,016	$ 51,966	$ 325,760	$ 28,837	$ 116	$ 1,071,695
	Marketable securities	370,417	-	-	-	-	370,417
	Amounts receivable	40,116	2	2,156	9,482	-	51,756
	Prepaid expenses and deposits	78,650	69,623	3,765	-	-	152,038
		1,154,199	121,591	331,681	38,319	116	1,645,906
	Restricted cash	106,346	27,500	18,882	-	49,979	202,707
	Property and equipment, net	116,915	341,696	1,450	19,221	-	479,282

Total Assets		$ 1,377,459	$ 490,787	$ 352,013	$ 57,540	$ 50,095	$ 2,327,895

17. OPERATING SEGMENTS (continued)

Revenues are derived from option receipts and the management of exploration programs for joint venture partners and are allocated to the jurisdiction based on where the underlying agreement and services were delivered. During 2010, five customers represented 11% ($72,800), 5% ($33,625), 43% ($285,921), 5% ($30,473) and 31% ($211,282), respectively, of total revenues. During 2009, four customers individually comprised 37% ($111,956), 33% ($99,871), 19% ($58,080) and 10% ($28,566), respectively, of total revenues across all geographic segments. During 2008, four customers individually comprised 33% ($300,000), 26% ($236,775), 20% ($182,421) and 13% ($116,229), respectively, of total revenues.


	Year ended	Year ended	Year ended
	2010	2009	2008
Revenues
Canada	$ 167,925	$ 170,036	$ 719,196
United States	211,282	99,871	-
Australia	254,894	3,144	161,239
Mexico (discontinued)	39,319	-	16,880
Ireland	-	-	-
	$ 673,420	$ 273,051	$ 897,315


		Canada	United States	Australia	Mexico (Discontinued)	Ireland	Total

Net Loss for the year ended December 31, 2010		$ (570,319)	$(10,761,195)	$ 50,750	$ (569,787)	$ (61,644)	$ (11,912,195)
Included in Net Loss
	Mineral property revenue	167,925	211,282	254,894	39,319	-	673,420
	Mineral property expenditure	(399,176)	(10,643,580)	(58,215)	(428,951)	-	(11,529,922)
	Interest income	19,584	19	1,079	-	-	20,682
	Gain on sale of marketable securities	172,236	-	-	-	-	172,236
	Gain on sale of equity investment	2,305,579	-	-	-	-	2,305,579
	Gain on disposal of assets	1,025,432	-	(329)	3,577	-	1,028,680
	Future income tax recovery	32,024	-	-	-	-	32,024
	Salaries and employee benefits	(890,412)	-	(2,127)	(46,994)	(805)	(940,338)
	Consulting and outsourced services	(532,740)	(14,223)	(22,051)	(24,985)	(34,603)	(628,602)
	Marketing services	(600,050)	(724)	(233)	(5,239)	-	(606,246)
	General and administrative	(396,871)	(27,860)	(207)	(29,699)	(25,908)	(480,545)
	Depreciation and amortization	(78,655)	(231,629)	(326)	(1,833)	-	(312,443)
	Share-based compensation	(985,883)	-	-	-	-	(985,883)
	Foreign exchange gain/(loss)	(122,313)	87,181	(113,815)	(75,851)	(328)	(225,126)

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

17. OPERATING SEGMENTS (continued)


		Canada	United States	Australia	Mexico (Discontinued)	Ireland	Total

Net Loss for the year ended December 31, 2009		$(9,616,209)	$(6,844,866)	$(1,677,528)	$(499,080)	$(46,820)	$(18,684,503)
Included in Net Loss
	Mineral property revenue	170,036	99,871	3,144	-	-	273,051
	Mineral property expenditure	(5,825,476)	(6,361,696)	(1,813,376)	(347,406)	-	(14,347,954)
	Interest income	23,308	259	2,585	31	-	26,183
	Loss on sale of marketable securities	(240,285)	-	-	-	-	(240,285)
	Impairment loss on available for sale investment	(130,000)	-	-	-	-	(130,000)
	Future income tax recovery	2,763	-	-	-	-	2,763
	Equity loss in investment	(1,176,145)	-	-	-	-	(1,176,145)
	Depreciation and amortization	(25,809)	(190,900)	(15,021)	(8,766)	-	(240,496)
	Share-based compensation	(397,273)	-	-	(27,243)	-	(424,516)
	Foreign exchange gain/(loss)	70,691	(1,015)	-	(916)	-	68,760


		Canada	United States	Australia	Mexico (Discontinued)	Ireland	Total

Net Loss for the year ended December 31, 2008		$ (8,561,353)	$(4,394,496)	$ (1,819,236)	$(1,440,493)	$(45,163)	$ (16,260,741)
Included in Net Loss
	Mineral property revenue	719,196	-	161,239	16,880	-	897,315
	Mineral property expenditure	(1,906,110)	(4,407,266)	-	(1,050,862)	-	(7,364,238)
	Interest income	23,087	548	1,067	-	-	24,702
	Loss on sale of marketable securities	(3,760)	-	-	-	-	(3,760)
	Future income tax recovery	1,094,579	-	-	-	-	1,094,579
	Equity loss in investment	(180,726)	-	(735,455)	-	-	(916,181)
	Financing expense	(3,565,047)	-	-	-	-	(3,565,047)
	Gain on repayment of convertible loan	279,859	-	-	-	-	279,859
	Depreciation and amortization	(55,939)	(17,579)	(159,596)	(18,189)	-	(251,303)
	Share-based compensation	(76,461)	-	-	-	-	(76,461)
	Foreign exchange gain/(loss)	(3,406,389)	12,951	225,348	30,023	7,520	(3,130,547)

18. DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) which, with respect to the Company, differ in certain material respects from United States generally accepted accounting principles (“U.S. GAAP”).

The Financial Accounting Standards Board ("FASB") has published the Accounting Standards Codification ("ASC") as the sole source of authoritative non-governmental U.S. GAAP. The references to the standards reflect the new ASC, which is not intended to change U.S. GAAP but rather reorganize existing guidance by accounting topic to allow easier identification of applicable standards.

The following discussion focuses on material differences between Canadian GAAP and US GAAP which affect presentation of financial Information for the Company. The following tables summarize the differences in the consolidated statements of operations and the consolidated balance sheets:


Consolidated Statements of Operations		2010	2009	2008

	Net loss under Canadian GAAP	$ (11,912,195)	$ (18,684,503)	$ (16,260,741)
	Mineral property interest acquisition costs	233,279	330,598	158,990
	Impairment of mineral property acquisition costs	-	(98,221)	-
	Net mineral property interest acquisition costs (a)	233,279	232,377	158,990
	Gain on sale of assets	(37,707)	-	-
	Equity loss in investment (a)	-	274,750	-
	Future income tax recovery (b)	-	-	(1,063,300)
	Deferred tax benefit (b)	-	-	52,293
		195,572	507,127	(852,017)
	Net loss under U.S. GAAP	$ (11,716,623)	$ (18,177,376)	$ (17,112,758)
	Basic and diluted loss per share under U.S. GAAP	$ (0.17)	$ (0.49)	$ (1.94)

	Comprehensive loss under Canadian GAAP	$ (11,718,271)	$ (18,264,814)	$ (16,905,127)
	Net adjustments to consolidated statements of operations per above	195,572	507,127	(852,017)

	Comprehensive loss under U.S. GAAP	$ (11,522,699)	$ (17,757,687)	$ (17,757,144)

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

18. DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES (continued)


Consolidated Balance Sheets	2010
	Canadian GAAP	Adjustments	U.S. GAAP

Mineral property interests (a)	$ -	$ 1,080,546	$ 1,080,546
Equity investment (a)	-	-	-
Share capital (b)	78,904,726	2,895,516	81,800,242
Deficit (a,b)	(81,526,417)	(1,814,970)	(83,341,387)

	2009
Mineral property interests (a)	$ -	$ 884,973	$ 884,973
Equity investment (a)	-	274,750	274,750
Share capital (b)	65,659,038	2,895,516	68,554,554
Deficit (a,b)	(69,614,222)	(1,735,793)	(71,350,015)


Consolidated Statements of Cash Flows			2010	2009		2008

	Cash Flows Used for Operating Activities under Canadian GAAP	$ (13,568,901)			$ (8,330,702)		$ (9,559,189)
	Net mineral property interest acquisition costs (a)	233,279			232,377		158,990

	Cash Flows Used for Operating Activities under U.S. GAAP	$ (13,335,622)			$ (8,098,325)		$ (9,400,199)

	Cash Flows Used for Investing Activities under Canadian GAAP	$ 2,314,442			$ (363,924)		$ 2,079,644
	Net adjustments to consolidated statements of operations	(233,279)			(232,377)		(158,990)

	Cash Flows Used for Investing Activities under U.S. GAAP	$ 2,081,163			$ (596,301)		$ 1,920,654

18. DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES (continued)

(a) Acquisition costs of mineral property interests

The Company's accounting policy under Canadian GAAP is to expense the acquisition of mineral properties as incurred until there are identifiable reserves on a property, when they will be capitalized and amortized over production from the property. With the introduction of Emerging Issues Task Force (“EITF”) Abstract 04-2, effective April 30, 2004, now contained within ASC 930-805, mineral property acquisition costs are capitalized under U.S. GAAP, unless there is evidence that they are impaired and not recoverable, when they are written off. This difference has also been reflected in the equity loss in investment, as Clancy also expenses the acquisition costs of mineral property interests.

(b) Flow-through shares

Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. Under Canadian GAAP, the Company has recorded the full amount of the proceeds received on issuance as share capital. Upon renouncing the income tax deductions, share capital is reduced by the amount of the future income tax benefits recognized.

Under U.S. GAAP, the recognition of this future income tax benefit is limited to the extent that the issue price of the flow-through shares exceeds the fair value of the Company’s shares on the date that the flow-through shares are sold.

Impact of recently adopted United States accounting pronouncements:

ASC 820-10 Fair Value Measurements and Disclosures

The new disclosure requirements regarding inputs and valuation techniques for Level 2 fair value measurements are effective for interim and annual reporting periods beginning after December 15, 2009, and are consistent with IFRS 7 Financial Instruments: Disclosures. The Company uses Level 1 inputs (Quoted prices in active market) for determination of fair value of public available-for-sale securities. The Company uses Level 2 inputs (significant observable inputs, using the market approach) to estimate the fair value of private available-for-sale securities and incentive stock options when determining compensation expense to be recognized. There has been no change in the nature of inputs or in the valuation techniques applied, and no transfers between Level 1 and Level 2 have occurred. The Company adopted this standard on January 1, 2010 and it had no material impact on the Company’s financial statements.

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

19. COMPARATIVE AMOUNTS

The comparative amounts have been reclassified where necessary to conform to the presentation used in the current year.

20. SUBSEQUENT EVENTS

The Company has entered into the following transactions since the end of the fiscal year, not otherwise disclosed in these consolidated financial statements:

(a)

On February 21, 2011, the Company granted 1,735,000 incentive stock options to directors, officers and employees of the Company at a price of $1.35, expiring February 17, 2016. Individual grants exceeding 30,000 per person will vest over two years. Options were granted in accordance with the Company’s Incentive Stock Option plan approved at the Annual General Meeting held June 23, 2010.

(b)

On March 23, 2011, the Company completed an offering of 15,065,000 units (the “Units”) of the Company, which included the full exercise of the underwriters’ over-allotment option of 1,965,000 units, at a price of $1.15 per Unit for gross proceeds of $17,324,750 (the "Offering"). The Units comprise of one common share and one half of a common share purchase warrant, with each Warrant entitling the purchaser to acquire, at any time until March 23, 2013, one Common Share at an exercise price of $1.60. A commission of $1,039,485, representing 6% of the total gross proceeds realized from the placement, was paid to a syndicate of underwriters.

(c)

Since the end of the fiscal year, total proceeds of $35,250 and $3,964,666 have been received by the Company on the exercise of 40,000 options and 4,576,700 warrants, respectively.

The Company has sold a total of 447,500 common shares of Evrim Resources Corp. since the end of the fiscal year, for net proceeds of $350,805.

[annual_20fcompletefinal013.jpg]

KISKA METALS CORPORATION

Notes to the Consolidated Financial Statements

December 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars)

Management’s Discussion and Analysis

of Financial Results

For the Year

Ended December 31, 2010

Dated: May 2, 2011

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

This Management’s Discussion and Analysis (“MD&A”) of financial position and results of Kiska Metals Corporation (formerly Geoinformatics Exploration Inc.) (the “Company”) as of May 2, 2011 and should be read in conjunction with the Company’s consolidated financial statements and related notes as at and for the year ended December 31, 2010. Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Readers are encouraged to read the Forward Looking Statement included with this MD&A. The consolidated financial statements and MD&A are presented in Canadian dollars and have been prepared in accordance with Canadian generally accepted accounting principles (‘‘CDN GAAP’’).

Unless otherwise indicated, all funds in this document are in Canadian dollars.

About Kiska

Kiska is a mineral exploration company with a large portfolio of assets anchored by the Whistler Project, a multi-million ounce gold resource in Alaska. In addition to Alaska, the Company concentrates exploration efforts in British Columbia, Mexico and Australia. The Company strives for the highest technical expertise in exploration combining an innovative targeting approach developed by the Company since its inception with more traditional exploration methods. Kiska is listed on the TSX Venture Exchange, trading under the symbol KSK.

Over the past five years, the Company has evolved from that of a technology service company to that of a pure exploration company through its alliances with strategic partners within the mining and exploration industry. Over the past several years, the Company has acquired a portfolio of exploration projects from its own exploration activities and under the Master Strategic Alliance Agreement (“MSAA”) with Kennecott Exploration Company (“Kennecott”). When Kiska acquired Rimfire Minerals Corporation, a large portfolio of early stage exploration projects was added to the Company. At the same time, the Company acquired management with experience and expertise in deriving value from projects through option or joint venture arrangements.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

1.2

Overview

During the third quarter of 2010, the Company completed the field program as required by Kennecott Exploration Company (“Kennecott”) and delivered the final report. The “trigger program” consisted of a total of 224 line kilometers of 3D IP geophysics, 40 line kilometers of 2D IP geophysics and 23 drill holes for a total of 8,687 metres of diamond drilling. While the Company was waiting for Kennecott ’s decision, a program of exploration drilling was undertaken on the Whistler resource area where a total of five holes totaling 4,456 metres were completed. These drill holes, and 10 previously reported holes not included in a 2008 resource estimate have been incorporated into a new resource estimate reported on January 12, 2011.

Three holes were also completed on the Raintree West prospect located immediately to the east of the Whistler deposit for a total of 1,092 metres. The most southerly hole at Raintree West returned a highlight interval of 83 m grading 1.2 g/t gold, 11.8 g/t silver and 0.06% copper. Nine holes were completed on Island Mountain totaling 3,937 metres with several returning strongly gold and copper mineralized intervals. One of the best intersections, collared 100 m north of the 2009 discovery hole, returned a highlight interval of 114.9 m grading 1.25 g/t gold and 0.23% copper.. Geological mapping and soil and rock geochemical surveys were completed concurrent with the drilling on Island Mountain.

In August 2010, the Company completed concurrent brokered and non-brokered private placements of 7,848,414 units at a price of $0.82 per unit, for gross proceeds of $6.4 million. Each unit consisted of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of two years from the closing of the private placement, one common share at a price of $1.15 per share. In addition, 234,713 broker warrants at an exercise price of $0.82 were issued. The value ascribed to the broker warrants in this placement was $180,075 which was charged against share issue costs. The net cash proceeds from this placement were $6,063,236.

Pursuant to an agreement dated September 17, 2010, and closing on October 7, 2010, the Company agreed to sell its Mexican subsidiary, Minera Geoinformatica, to Evrim Metals Corporation (“Evrim”). Minera Geoinformatica (“Minera”) holds all nine of Kiska’s Mexican properties and a geological database for Mexico and parts of the southern United States. Evrim assumed Kiska’s Mexican offices and staff. In consideration, Evrim issued two million shares to Kiska and will make ongoing performance-based share payments.

In late 2010, the Company commenced the relocation of the exploration camp from the north end of the property to a new location southeast of the Whistler Deposit, at a newly constructed 3000 foot airstrip. The new location for the camp was chosen for its proximity to the area of drilling to reduce associated costs.

In November 2010, the Company sold its 26.0% interest in Clancy Exploration Limited (“Clancy”) of 28,506,883 ordinary shares for total proceeds of $2,305,579. Pursuant to the sale a gain of $2,305,579 was recognized in these statements. As at December 31, 2009 the

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

28,506,883 ordinary shares represented 37.9% of Clancy’s issued and outstanding shares and was accounted for as an equity investment.

1.3

Selected Annual Performance


	2010		2009		2008


Mineral property revenues	$	634,101	$	273,051	$	880,435
Net loss before discontinued operations		(12,435,986)		(18,185,423)		(14,820,248)
Net loss per share before discontinued operations		(0.18)		(0.49)		(1.68)
Net loss		(11,912,195)		(18,684,503)		(16,260,741)
Net loss per share		(0.17)		(0.51)		(1.84)
Total assets		9,243,813		2,327,895		2,645,343
Long-term liabilities		99,105		401,391		-
Shareholder’s equity (deficit)		8,071,178		1,641,753		2,004,272

1.4

Results of Operations

Exploration Projects

Alaska

Whistler Project

As part of the amended Kennecott Agreement negotiated in June 2009, the Company agreed to complete a specified work program (the “trigger program”) with defined amounts of geophysics and drilling on several targets within the Whistler project area. On completion of that program and delivery of a report detailing the program, plus up to a 90 day study period, Kennecott was to decide whether to exercise its right to back in or relinquish back-in rights and revert to a royalty. The program which was completed in the third quarter and was to consist of:

- Up to 341 line kilometers of 2D and 3D Induced Polarization (IP) geophysics on regional targets.

- Drilling of a minimum of 20 holes with a minimum depth of 200m per hole, for at least 7,000m in aggregate.

The trigger program was supervised by a technical committee comprised of two geoscientists from each of Kiska and Kennecott.

The 2D portion of the IP survey was completed on September 24^th 2009. The 3D portion of the survey was approximately 78% complete in early November 2009 when it was terminated due to frozen ground conditions. During 2009, five holes were drilled for a total of 1,520 metres.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

Alaska (continued)

The IP survey revealed multiple targets which exhibit a similar geophysical response to the response associated with current gold-copper resource at Whistler. An 11 hole drill program was initiated in mid-March. Upon completion of the program in early May, a total of 4,225 metres had been drilled. Of the trigger program, a total of 16 holes and 5,745 metres had been drilled.

Whistler Project

In early June, the technical committee decided not to continue with the completion of the remaining 3D IP survey as originally planned. In exchange for this reduction in the amount of IP, 3 more drill holes were added to the program. The final phase of the “trigger program” commenced in early June with three holes drilled on Island Mountain, two on Round Mountain and the final two on reconnaissance targets in the Whistler Orbit area for a total of 7 holes and 1,990 metres drilled. The “trigger program” field program was completed as of July 8, 2010 with totals of 224 line kilometers of 3D IP geophysics, 40 line kilometers of 2D IP geophysics and 23 drill holes for a total of 8,687 metres. A technical report on the trigger program was delivered to Kennecott in the first week of August ending all commitments to Kennecott. Kennecott notified the company at the end of August that they would not exercise their right to back in on the Whistler Project, but will retain a 2% Net Smelter Royalty on the property. Some of the claims are subject to a 1.5% net smelter royalty (NSR) to the original owner, which can be brought down to 0.5% by a US$10 million buy-down. Moreover, Teck Cominco owns a 2% net profit interest (NPI) over all of these claims.

The post-trigger program consisted of exploration drilling on the Whistler resource where five holes totaling 4,456 metres were completed within the reporting period. These drill holes will be incorporated into a new resource estimate completed and reported on January 12, 2011. Three holes were also completed on the Raintree West prospect located 1.5 kilometres to the east of the Whistler deposit for a total of 1,092 metres. Highlights include drill hole WH10-24, drilled at the Raintree West target, which returned 83.0 metres of 1.2 g/t gold, 11.8 g/t silver, 0.06% copper, 0.53% lead and 1.08% zinc within a larger interval that averaged 0.47 g/t gold, 5.4 g/t silver, 0.04% copper, 0.23% lead and 0.51% zinc over 299 metres. An additional nine holes, totaling 3,937 metres, were completed at Island Mountain after completion of the trigger program. Hole IM10-013 was collared 110 metres northwest of the Island Mountain discovery section and intersected 114.9 metres of 1.251 g/t gold, 4.0 g/t silver and 0.23% copper. Mapping and soil and rock geochemical surveys were completed concurrent with the drilling on Island Mountain. Results from Hole IM10-013 indicate that gold-copper mineralization is open at depth and to the northwest of the Discovery Breccia, where recent surface work has mapped intrusive and hydrothermal breccias for a strike length in excess of 800 metres as well as expansive areas of altered and mineralized diorite intrusive rocks. Activities in the next quarter will center around the building of a new camp facility at the new gravel strip constructed in a location more central to planned exploration as well the interpretation and reporting of results.

Initial metallurgical studies were carried out on gold-copper mineralization from Island Mountain. Tests on two composite samples utilizing open circuit flotation followed by cyanide leaching of flotation tailings returned average copper concentrates grading 23% copper with recoveries averaging 67% for copper and 82% for gold. Further metallurgical work will investigate maximizing gold recoveries by gravity separation and locked cycle flotation processing, as well

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

Alaska (continued)

as other methods of process optimization. These additional techniques seeking better recoveries represent the standard procedure that follows initial tests. Metallurgical testing was carried out by G&T Metallurgical Labs in Kamloops B.C. under the supervision of Robert J. Tucker, P.Eng. who also provided the interpretation of results.

The SRK technical report and NI 43-101 resource estimate statements on the Whistler Project are available on SEDAR at www.sedar.com under the Kiska Metals Corporation filing profile.

On January 12, 2011, a revised NI 43-101 compliant mineral resource estimate was reported for the Whistler Deposit. The updated resource was completed by Robert Morris, M.Sc., P.Geo of Moose Mountain Technical Services and has been filed on SEDAR. Mr. Morris is a Qualified Person as defined under the terms of NI 43-101. The estimate incorporates the results of 10 previously reported drillholes not included in the 2008 SRK estimate, including five drillholes completed by Kiska in the fall of 2010. The update pit-constrained resource, using a $7.50/ton cut-off (approximately 0.3 g/t Au Eq cut-off) yields an indicated resource of 79.2M tonnes at 0.51 g/t gold, 0.17% copper and 1.97 g/t silver (2.3M oz Au Eq) and an inferred resource of 145.7M tonnes at 0.40 g/t gold, 0.15% copper and 1.75 g/t silver (3.5M oz Au Eq). The Qualified Person for this project is Mark Baknes, P.Geo, Vice President Exploration for the Company.

Uncle Sam Project

The Uncle Sam Gold Project is an intrusion-related gold target, located approximately 75 kilometres southeast of Fairbanks. The Uncle Sam project consists of extensive anomalous surface gold geochemistry highlighted by a drill intersection of 10.6 metres averaging 6.1g/t gold.

On November 2, 2009 the Company signed an option agreement with Millrock Resources Inc. (“Millrock”) giving Millrock the option to earn a 100% interest in the Uncle Sam property in Alaska. Under the terms of the agreement Millrock will make cash payments totaling US$200,000 over four years with US$40,000 being paid upon TSX approval (paid). In addition, to complete the option, Millrock will issue 1,000,000 shares to Kiska (500,000 shares received to date) and spend US$2,700,000 on exploration over four years. There is an underlying 2% NSR payable to Royal Gold, Inc.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

Alaska (continued)

Goodpaster Properties

The Goodpaster Properties, located 65 kilometres northeast of Delta Junction, Alaska consist of four claim groups totaling 183,920 acres (74,430 hectares). The claim groups are referred to as the California-Surf, ER-Ogo-Fire, Eagle and Bou-Swede claims. Rubicon Minerals Corporation

(“Rubicon”) has an option agreement to explore the properties dated February 22, 2007. Rubicon will fund a total of USD$4.8 million in exploration over 6 years (to November 27, 2012, the date of the initial letter agreement) to earn a 60% interest in the Alaska properties. Upon vesting, they may obtain a further 10% interest in the properties by completing a feasibility study, and at the Company’s election, may obtain an additional 5% (for a total of 75% interest) by providing a project financing loan to be repaid from the Company’s free cash flow upon production. The ER-Ogo-Fire and portions of the Eagle-Hawk claim groups are subject to a 2% NSR in favor of AngloGold Ashanti (U.S.A.) Exploration Inc. Portions of the California-Surf are subject to a 1.75% NSR in favor of Capstone Mining Corp. Bou-Swede is wholly owned by Rimfire Alaska, Ltd., a wholly-owned subsidiary of the Company.

No work was conducted on the Goodpaster properties in 2010.

Copper Joe

On August 31, 2010, the Company signed an option agreement with Kennecott Exploration Company to acquire a 100% interest in the Copper Joe Property ("Copper Joe"). Copper Joe is a copper-gold-molybdenum porphyry prospect located 50 km south-southwest of the Company's Whistler Project in Alaska. Kiska can earn a 100% interest in the Copper Joe Property from Kennecott by incurring a total of US$5.0 million in exploration expenditures by December 31, 2015, including a commitment to US$170,000 in exploration by December 31, 2011 (completed). Kiska will pay Kennecott a one-time cash payment of US$10 million upon completion of a positive 43-101 compliant pre-feasibility study. In addition, before effecting a sale or assigning rights and interests to the property, Kiska will give Kennecott a 90 day period to acquire such rights and interests at 90% of the price and terms stated in the notice. Kiska is permitted to divest all or part of its interest, subject to the first right of refusal and the option period, provided at least US$2.5 million in expenditures have been completed. Prior to reaching the $2.5 million expenditure level, Kiska requires Kennecott's consent to divest its rights and interest. If Kennecott elects not to exercise its first right of refusal, Kennecott will retain a 2% NSR.

Copper Joe

A five week program was completed on the property in August consisting of approximately 20.8 line-kilometers of 2D IP geophysics, 14.8 line-kilometers ground magnetics geophysics, soil and rock geochemical surveys and surface mapping. Final interpretation and receipt of geochemical results for the program will occur in the next quarter, forming the basis for future exploration.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

Australia

Lachlan Fold Belt Properties

The Company holds two exploration licences covering 27,513 hectares in the Lachlan Fold Belt, New South Wales, Australia. The Lachlan Fold Belt in New South Wales Australia is richly endowed with a diversity of deposit types that host in excess of 150 million ounces of gold. Deposit types include copper gold porphyry, epithermal gold, volcanogenic massive sulphide (VMS), gold-copper skarn, sediment-hosted disseminated gold and intrusion-related gold deposits.

Effective December 12, 2008, the Corporation signed a Farm-in agreement for the Barmedman exploration licence with Inmet Mining (Australia) Pty. Ltd. Under the terms of the agreement, Inmet is earning a 60% interest by funding at least A$5 million in exploration on the property over four years. Inmet has been making staged cash payments which will total A$250,000 over the earn-in period.

In the first quarter of 2010, the Inmet funded a 900 metre, 4 hole aircore/diamond drill program on the Barmedman exploration licence, targeting copper and gold anomalies identified during a deep penetrating (partial leach geochemistry and pH measurements) geochemical soil survey completed in November and December of 2009. The program targeted three distinct copper and

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

Australia (continued)

gold anomalies with associated pathfinder elements. Results of the drill program were unsuccessful in identifying any significant bedrock-hosted mineralization.

Victoria Goldfields Properties

Effective June 27^th 2008, the Company entered into a new exploration partnership with Northgate Minerals Corporation, which granted the Company an option on its Stawell Corridor gold exploration properties in the State of Victoria, Australia. The Company is exploring three licences, Murtoa, Ararat South and Dundonnell, totaling 120 km of the corridor length, representing all ground outside of a 50 km buffer around the Stawell Gold Mine. In addition to greenfields opportunities, more advanced targets exist including the 10 kilometre-long Murtoa target, which surrounds the Kewell gold resource.

On April 15, 2010, and amended July 26, 2010 and September 15, 2010, the Company assigned the option agreement to Brixton Metals Corporation (“Brixton”). The Company will receive cash payments totalling $100,000 (received) and common shares of Brixton with a value of $100,000 at the lesser of $0.50 per share or the initial public offering price (received an equivalent 400,000 common shares of Brixton during the year). The Company remained the operator of the exploration program and incurred all costs on behalf of Brixton in return for a fee equivalent to 10% of all expenditures. On November 15, 2010 Brixton informed the Company that they are no longer pursuing the option on the Victoria Goldfields properties have reassigned the option back to the Company.

As part of the agreement, Brixton has funded a regional gravity survey over portions of the Ararat South and Dundonnell properties beginning in April. This work was designed to fill in areas of low data density and follow-up on more detailed gravity and IP surveys undertaken by the company in early 2009. The gravity survey highlighted some new areas of potential and these will be followed up by IP (induced polarization) surveys in subsequent programs. On the Murtoa License a mineralogical study was completed using samples from historical drill holes focused on the Kewell gold prospect. The studies revealed that certain mineral species and degree of iron enrichment can be used to detect more confined areas of gold mineralization. This technique will be applied in subsequent drilling programs.

British Columbia and Yukon Projects

The Company controls an extensive property portfolio in British Columbia and the Yukon. Projects include:

Boulevard Property

This property consists, consisting of 238 claims, and is located approximately 135 kilometres south of Dawson City, Yukon. The Boulevard Property was staked on behalf of an alliance with Northgate Minerals, who earned a 60% interest in the property. The Company signed an option agreement with Silver Quest Resources Ltd. (“Silver Quest”) whereby Silver Quest can acquire the Company’s 40% interest in the property by making staged cash payments totalling $80,000

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

British Columbia and Yukon Projects (continued)

(paid, of which the Company’s 40% portion is $32,000), issuing an aggregate of 400,000 shares (issued, of which the Company’s 40% portion is 160,000 common shares) and completing

exploration expenditures of $3,000,000 over a five year period. The Company retains a 1% net smelter royalty (“NSR”) on the property, with Silver Quest having the right to buy back 0.5% of the NSR for $750,000. If additional claims are staked within the areas of interest, Silver Quest will issue additional shares and the NSR will be extended to the new claims. The Company has received an additional 100,000 common shares of Silver Quest upon staking new claims within this project area.

Since optioning the project Silver Quest completed substantial auger soil-geochemical surveys leading to the definition of 3 distinct anomalies that were later tested by a 20 hole (3,006 m) diamond drilling program in 2010. Drilling intersected generally lower grade mineralization over widths of less than 25 m core length. No programs have been announced for the 2011 season.

Gillis Property

The Gillis property covers 6,182 hectares, and is located in the Nicola Mining Division of British Columbia, approximately 30 kilometres southwest of Merritt. The Company signed an option agreement effective September 5, 2008 to earn a 100% interest in the property by funding a total of $300,000 in exploration by September 5, 2012, and making cash payments totaling $165,000 by September 5, 2011. The vendor will also be paid 2.5% of annual exploration expenditures until a positive decision to mine. Upon a public announcement by the Company of a NI 43-101 compliant gold resource of at least 500,000 oz, the Company will issue 217,500 shares to the vendors. Effective August 30, 2010, the Company signed a joint venture option agreement with CVC Cayman Ventures Corp. (“Cayman”) whereby Cayman can earn a 51% interest in the Gillis property subject to the underlying 2% NSR upon completion of cash payments totaling $155,000 (received $30,000), exploration expenditures of $2,000,000, and issuing 250,000 common shares of Cayman Ventures Corporation to the Company by August 30, 2014. Cayman can increase their interest by an additional 9% (60% total) by spending an additional $1,000,000 in exploration by August 30, 2015.

To date, the property work has progressed from area identification, through reconnaissance stream sediment and soil sampling to extensive soil geochemical grid sampling, outlining large areas of anomalous gold, silver, arsenic and antimony soil values. In 2011, Cayman will undertake an exploration program focused on trenching, as well as mapping and prospecting. The trenching will ascertain the orientation, extent and grade of promising mineralization discovered to date.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

British Columbia and Yukon Projects (continued)

Grizzly Property

Grizzly property covers 2,652 hectares, and is located in the Liard Mining Division of British Columbia, approximately 50 kilometres east of the Galore Creek project and within four kilometres of the partially completed Galore Creek access road. The Company owns a 100% interest in these claims, subject to an underlying 2% NSR, 100% of which can be purchased for $2 million. No work was conducted on the Grizzly property in 2010.

Poker Creek

The Poker Creek property and covers 2,516 hectares, and is located in the Liard Mining Division of British Columbia, approximately 16 kilometres west of Telegraph Creek. The Company owns 100% of these claims. No work was conducted on this prospect in 2010.

RDN Property

The RDN property covers approximately 8,576 hectares, and is located in the Liard Mining Division of British Columbia, approximately 120 kilometres northwest of Stewart, British Columbia. This property is currently optioned (as to 51%) to Northgate Minerals Corporation, subject to an underlying NSR. Northgate may earn an additional 9% interest by completing a feasibility study and funding all expenditures up to completion of the feasibility study. On February 21, 2007, the Company signed an amendment suspending the terms of the Joint Venture Option agreement until such time as the Galore Creek road access is constructed across the RDN property.

Redton Project

The Redton project is located in the Quesnel Trough in northern British Columbia. The project adjoins Serengeti Resources Inc.’s Kwanika property and is within 1,500 metres of the recent porphyry copper-gold discovery made by Serengeti. Kiska has earned an 85% interest, subject to underlying royalties, in the project by spending in excess of $4.75 million. Redton Resources Inc. holds the other 15% interest. In the late summer, a 600 line kilometre airborne magnetic and VTEM electromagnetic survey was carried out over two separate target areas on the project. The northern block (400 line kilometres) targeted previously identified porphyry targets east of the adjacent Kwanika property. The 200 line kilometer south block was centred over the Falcon porphyry prospect drilled by the Company in 2008. The Company made an advance royalty payment of $20,000 during the year.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

British Columbia and Yukon Projects (continued)

Quesnel Trough Project

The Quesnel Trough project covers 34,570 hectares, and is located in the Cariboo Mining Division of British Columbia. A total of seven properties comprise the project and are located from 15 kilometres south of Prince George to 40 kilometres north of Fort St. James. The Company owns 100% of these claims. Xstrata Canada Corporation signed an option agreement to earn a 51% interest in the property by completing a preliminary assessment and spending $3,000,000 by December 31, 2013. In addition, Xstrata must spend no less than $250,000 in each calendar year commencing in 2010. Xstrata may earn an additional 24% (total 75%) by completing a feasibility study and incurring no less than $20 million in feasibility study expenditures which must be completed before the tenth anniversary of Xstrata earning its 51% interest. Xstrata completed MMI (mobile metal ion) soil geochemical surveys on the properties in 2009. This method applies an ultra-sensitive sampling and analytical technique designed to detect mineralization concealed by post-mineral cover sediments such as glacial till. The surveys did create some moderate contrast anomalies that were followed up by tighter spaced sampling. In 2010 a 4 hole program of diamond drilling totaling 245 m tested targets on 3 of the claim groups. Xstrata employed a small scale self-propelled drill rig with the intent of testing bedrock to a very shallow depth beneath the glacial till cover. Results included traces of copper mineralization as well as some porphyry style alteration. Xstrata plans to continue the shallow drilling program in 2011.Xstrata completed MMI soil geochemical surveys on the properties in 2009.

Thorn Property

The Thorn property, covering 14,689 hectares is located in the Atlin Mining Division of British Columbia, approximately 120 kilometres northwest of Telegraph Creek. The Company owns 100% of this property subject to payments to Cangold Limited in the event a third party partner becomes involved and an underlying 3.5% NSR. The Company can purchase 2% of the NSR for $3,000,000. Effective June 3, 2010 the company optioned the property to Brixton Metals Corporation whereby Brixton can earn a 51% interest in the property by making cash payments totaling $200,000 (including $25,000 on signing (received 75% - $18,750), and $50,000 in 2010 (received 75% - $37,500)) and issuing a total of 400,000 common shares (of which 100,000 have been issued – the Company has received 75,000 shares, or 75%) on or before December 12, 2013. One-quarter of the payments will be made to Cangold Limited as part of the underlying agreement. Work requirements include a minimum of $1,000,000 in expenditures before the first anniversary and an additional $4,000,000 before December 12, 2014. After earning a 51% interest, Brixton may elect to increase its interest from 51% to 65% by spending an additional $10,000,000 in property expenditures within three years of this election. The option agreement was amended November 9, 2010 whereby Brixton could now earn the initial 51% by spending $200,000 by December 12, 2011 and $4.8 million in exploration expenditures by December 12, 2014. A minimum exploration expenditure of $1,500,000 is required in the second year and $750,000 per year thereafter. Under the amendment, Brixton is required to spend $1,200,000 by December 31, 2011 or deposit to a third party by the same date of not less than $1,000,000 to be incurred as exploration expenditures the following year.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

British Columbia and Yukon Projects (continued)

Since the corporation acquired the property exploration programs have included the drilling of 32 holes (3840 m) property wide airborne EM and magnetic surveys, surface rock, soil and silt geochemical surveys, prospecting\mapping, ground EM and IP and mechanized trenching

programs. Work was in general property wide, however, the majority of focus was in the Camp Creek area and targeted both high sulphidation vein prospects\anomalies and breccia hosted mineralization.

Brixton is planning a 3000 metre drill program for 2011.

Tide Property

The Tide property, covering 2,964 hectares, is located in the Skeena Mining Division of British Columbia, approximately 36 kilometres north of Stewart, British Columbia. American Creek Resources Ltd. has earned 51% of the project. American Creek can earn an additional 9% interest by funding a further $3.5 million in exploration on or before December 31, 2010 (not spent) and can be increased to 65% interest by funding a bankable feasibility study, and, at the Company’s election, to a 70% interest by providing 100% of the initial project development financing. No exploration work was conducted by American Creek in 2010 and as such their project interest is crystallized at 51%.

Wernecke Breccia Project

Wernecke Breccia project, is situated in the Wernecke Mountains approximately 180 kilometers northeast of Mayo in east-central Yukon Territory. During 2007, the field program focused on a series of high priority drill targets designed to test iron-oxide-copper-gold systems +/- uranium and standalone uranium targets, all of which are characterized by coincident geophysical, geological and geochemical anomalies. Many of these targets were newly defined in 2006, while some were historical targets that remain open for expansion. No exploration was undertaken in 2009 or 2010. Fronteer (now Newmont) is the operator of the project and funded 100% of the required $2 million in exploration expenditures to earn an 80% interest, with the Company earning the remaining 20% interest. Newmont and NVI retain a total 2% NSR. There is a 7.5% to 15% Net Profits Interest (“NPI”) payable to the underlying vendors. A Joint Venture has been formed between Fronteer and the Company, and ongoing exploration expenses will be shared pro-rata subject to dilution for non-participation. Should either party’s interest fall

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

British Columbia and Yukon Projects (continued)

below 5%, their interest will be converted to a 3% NPI after payback of capital. Fronteer, who owns 80% of the project, and the Company will be seeking joint venture partners to continue exploration of the property. No work was conducted on the project in 2010.

Williams Property

The Williams property, covering 26,136 hectares, is located in the Liard Mining Division of British Columbia, approximately 150 kilometres southeast of Dease Lake, British Columbia and 330 kilometres north of Smithers. The Company owns 100% of the property subject to a 1.25% NSR. The Company is required to issue an additional 43,500 common shares upon commencement of commercial production from the property. The Company can purchase 0.75% of the NSR for $1,000,000. Advance royalty payments of $5,000 per year are payable to the underlying vendor.

Kliyul Property

Kliyul is a gold-copper porphyry project located in the Omineca Mining Division of British Columbia, approximately 115 kilometres north of Takla Landing. The Company has completed three separate purchase agreements to acquire the property interests of Rio Tinto Exploration Canada Inc. (as to 45%), First Majestic Silver Corp. (as to 30%) and Daylight Energy Ltd (as to 25%) in the Kliyul Cu-Au porphyry project. Additionally, the project was expanded with the purchase of a mineral claim held by Northwest Enterprises Inc. These transactions result in the Company owning a 100% interest in the 4350 hectacre property, subject to a 1.5% NSR in favour of Rio Tinto. Total consideration of $115,488 was paid. In September, a short program was undertaken consisting of examination and the re-logging of historical drill core.

Mexico

The company held an interest in fifteen projects in Sonora, Durango and Sinaloa States in Mexico. Twelve projects were held in a 60/40 Joint Venture with Azure Minerals Limited (60%). All projects were subject to certain back in rights held by Minera Kennecott S.A. de C.V., (“MKE”) a subsidiary of Rio Tinto. During the first quarter, the Joint Venture was terminated and MKE relinquished its back in rights on all projects. The Company held a 100% interest in nine projects each of which is subject to a 2% NSR held by MKE including six of the former joint venture properties.

The majority of the projects have been targeted for their porphyry copper–gold–molybdenum potential, while some projects show potential for epithermal gold–silver–base metal mineralization. The projects span a range from grassroots to exploration drilling levels of advancement.

Pursuant to an agreement dated September 17, 2010, and closing on October 7, 2010, the Company sold its interest in all nine projects in Mexico, a proprietary database covering Mexico, Arizona and its Mexico subsidiary, Minera Geoinformatica S.A. de C.V. to Evrim Metals Corp (“Evrim”) for an initial share payment of 2 million shares of Evrim.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

Mexico (continued)

In addition to the initial two-million share payment, Kiska will receive on a yearly basis share payments of 10,000 or 50,000 shares per property, depending on the status of the property, for a period of five years. Similar payments are also required if Evrim acquires any property out of the database included in the Minera sale.

Kiska will also receive a one-million-share payment for every property that is advanced to a positive production decision.

Nevada and New Mexico Properties

Colorback Property

Colorback is a sediment-hosted gold target in the Cortez-Battle Mountain Trend, Nevada. The property consists of 120 claims, located in Lander County approximately 100 kilometers southwest of Elko. The Company has signed a lease and purchase agreement with Desert Hawk Resources Inc. (“Desert Hawk”) on the Colorback Property, located on, Nevada. Desert Hawk has agreed to an option to purchase the property for a 19 year period commencing on November 2, 2010 and terminating on November 2, 2029. During the first five years of the agreement, the property may be purchased for US$1,000,000 including any advanced royalty payments and a buy-down of the net smelter royalty (“NSR”) from 2.5% to 2.0%. Following the first five years, the property may be purchased for US$5,000,000 including any advanced royalty payments and a buy-down of the NSR from 2.5% to 2.0%. Desert Hawk has agreed to an advanced royalty payment schedule of US$50,000 on signing (paid) and every anniversary in years 1 to 4 inclusive, escalating to US$75,000 in years 5 to 9, followed by US$100,000 until the end of the lease.

Hilltop Property

The Hilltop property is a sediment-hosted gold target in the Cortez-Battle Mountain Trend, Nevada. The property is comprised of 82 claims located in Lander County, approximately 100 kilometres southwest of Elko. No work has been conducted on the property since 2007.

San Juan

The San Juan property, consisting of 5 state mining leases, located in Socorro County, New Mexico approximately 42 kilometers southwest of San Antonio. The San Juan leases contain gold-molybdenum-silver targets that are untested by drilling. No work was conducted on the property in 2010 and the property was returned to Kennecott Exploration Company in this past quarter.

Expenditures for the year ending December 31, 2010 are summarized in the following table: (all amounts in Canadian dollars)


	USA	Australia	BC & Yukon	Mexico (Discontinued)	Total
Acquisition costs	$ 97,073	$ 2,673	$ 170,925	$ 4,045	$ 274,716

Exploration costs
Aircraft and helicopter	3,804,926	-	9,177	-	3,814,103
Assays and analysis	411,383	66,178	143	1,489	479,192
Community CSR	82,084	567	-	-	82,651
Camp and support	73,564	3,589	1,558	3,539	82,249
Data management and maps	4,220	243	534	920	5,916
Drilling & trenching	2,436,184	125,918	-	-	2,562,102
Equipment	112,971	2,133	238	(2,655)	112,688
Geological and engineering	544,062	37,764	34,384	158,133	774,343
Geophysical surveying	126,257	46,909	68,304	-	241,471
Licencing and filing	271,196	335	12,046	251,822	535,399
Materials and supplies	265,473	10,749	5,417	1,573	283,212
Project management	1,827,565	103,162	259,727	9,219	2,199,672
Telephone	34,813	2,079	196	1,782	38,870
Travel	648,883	24,649	7,453	21,061	702,045
	10,643,578	424,276	399,177	446,882	11,913,914

Exploration reimbursements	-	(366,061)	-	(17,931)	(383,992)
Reclamation obligation	44,589	5,165	116,073	(4,913)	160,914
	10,688,168	63,380	515,250	424,038	11,690,836

Total Acquisition & Exploration Costs	10,785,241	66,053	686,175	428,083	11,965,552
Option proceeds & management fees	(211,282)	(254,894)	(167,925)	(39,319)	(673,420)
Net Expenditures	$ 10,573,959	$ (188,841)	$ 518,250	$ 388,764	$11,292,132

Financial Results

For the year ended December 31, 2010, Kiska incurred a net loss of $11,912,195 ($0.17 per share) compared with a net loss of $18,684,503 ($0.51 per share) for the year ended December 31, 2009. The decrease in the loss is attributable to the impairment loss on the mineral properties acquired from Rimfire Minerals Corporation during the third quarter of 2009. This was partly offset by the Kennecott exploration program undertaken in 2010 below. The majority of exploration expenditures were incurred on the Whistler project. During the latter half of 2009, the Company adopted a care and maintenance budget for all other exploration projects while the Company continued to undertake the Kennecott exploration program, as required to maintain control of its Whistler project, and corporate acquisition opportunities were examined.

Revenue increased during the fourth quarter primarily from the receipt of option payments. Overall option proceeds are significantly higher than in the previous year with an increase in

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

option fees earned on Alaskan properties (2010: $211,282 versus 2009: $99,871) and Australian properties (2010: $254,894 versus 2009: $3,144). The Company negotiated a number of option agreements during the year. This resulted in the receipt of option fees from Brixton ($100,000 plus 400,000 common shares of Brixton – an equivalent additional $100,000 value) on the Victorian Goldfields project, cash payments of US$40,000 and 250,000 common shares (with an equivalent value of US$165,209) received from Millrock Resources on the Uncle Sam (Alaska) project. Additionally, fees received by the Company on the BC and Yukon properties are largely consistent with the previous fiscal year (2010: $167,925 versus 2009: $170,036) with option fees received from Brixton on the Thorn project (cash $37,500 plus 75,000 common shares with an equivalent value of $24,000), Silver Quest Resources Ltd on the Boulevard Project (cash $16,000 and 80,000 common shares with an equivalent value of $56,800) and CVC Cayman Ventures Corp. on the Gillis Project (cash $30,000 and 25,000 common shares with an equivalent value of $3,625).

Losses from discontinued Mexican operations increased slightly from $499,080 to $569,786, despite operations being de-consolidated after October 7, 2010. Losses from Mexican operations increased as a result of higher geological consulting and mineral license feeslicencing expended in 2010 on the Mexican projects. The gain on sale of the Mexican assets of $1,003,577 has been offset against these losses, resulting in a net gain from discontinued operations of $433,791.

The most significant item comprising general and administrative expenses was salaries for administration of the exploration programs and management of the portfolio of exploration properties. Wages have increased year on year, net of transfers to projects, from $680,772 in 2009 to $893,344 in 2010 as a result of an increase in corporate human resources and stock-based compensation (gross stock-based compensation was $1,684,785 – 2009: $544,872, and net of transfers to projects $985,883 – 2009: $397,273). Stock based compensation has

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

Financial Results (continued)

increased as a result of the vesting of options and increase in volatility over the previous period (refer Note 13(b) of the annual consolidated financial statements). Transfers on wages to projects include project management fees ($2,199,672 – 2009: $724,535) and geological and engineering ($774,343 – 2009: $408,394). Net increases in these balances also result from the increase in stock-based compensation charged to projects and staffing, consistent with the Company’s retention of 100% of the Whistler project and increase in year on year exploration. Marketing costs were also a significant expense as the Company participated in conferences and arranged analyst and investor meetings to increase the profile of the combined company in the market. In the previous year, significant costs were associated with the search for a corporate acquisition and a failed merger attempt. These costs were categorized as consulting and outsourced services in the previous year. Consulting and outsourced services in the current year include corporate accounting, audit and legal fees. Financing expenses in the previous fiscal year ($59,660) were paid as part of the acquisition of Rimfire Minerals Corporation.

The Company’s equity loss on its investment in Clancy arose as a result of dilution gains earned in the year of $489,277 resulting from rights offerings by Clancy for total proceeds of A$3,100,000 (refer Note 7 of the annual consolidated financial statements). In the previous fiscal year, the Company wrote its investment in Clancy down to a $Nil value, incurring an equity loss of $1,176,145. During the year, the Company sold its total investment in Clancy for net proceeds of $2,305,579 (Note 7 of the annual consolidated financial statements). Moreover, the Company realized gains on sales of its marketable securities of $172,236 (2009: loss of $240,285). Market conditions in 2010 were, generally, more favorable than the previous fiscal year.

The Company sold its Mexican projects to Evrim Metals Corporation effective October 7, 2010 for a gain of $1,003,577. Proceeds included 2,000,000 common shares of Evrim with a fair market value of $1,000,000. Contingent consideration exists and is disclosed in Note 6 of the annual consolidated financial statements.

1.5

Summary of Quarterly Results

Selected quarterly information for each of the eight most recently completed financial periods is set out below: (figures in thousands)


	Q4 2010	Q3 2010	Q2 2010	Q1 2010	Q4 2009	Q3 2009 (restated)	Q2 2009	Q1 2009
Revenues	$ 462	$ 75	$ 82	$ 15	$ 205	$ 68	$ -	$ -
Loss from operations	(2,595)	(6,429)	(3,732)	(1,993)	(2,736)	(12,353)	(817)	(728)
Net gain (loss)	265	(6,470)	(3,708)	(1,999)	(3,583)	(12,226)	(1,618)	(1,258)
Loss per common share	$ (0.00)	$ (0.09)	$ (0.06)	$ (0.03)	$ (0.10)	$ (0.31)	$ (0.06)	$ (0.05)

Expenditures generally exhibit a seasonal variation being lower in the first and last quarters and higher during the second and third quarters of each year. This variation is due to the climate where exploration is taking place, which limits exploration in the winter months.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

1.6

Liquidity

The Company’s cash and cash equivalents balance at December 31, 2010 was $6,297,716 compared with $1,071,695 at December 31, 2009. The Company had working capital of $7,474,418 at December 31, 2010 compared with working capital of $1,361,155 at December 31, 2009. The increase in working capital is attributable to the completion of a brokered private placement during the first and third quarters, as well as exercises of warrants and options during the period.

For the year ended December 31, 2010 and 2009, cash used in operating activities was $13,568,904 and $8,330,702, respectively. The increase is attributable to increased exploration and administrative activities in the current year compared to curtailed activities to preserve cash in the previous year. The sale of the Company’s Clancy investment and other marketable securities resulted in a cash inflow from investing activities (2010 – $2,314,442, 2009 – outflow of $363,924 as a result of the Company’s additional investment in Clancy’s rights offering in the prior year). The proceeds were partially offset by purchases of exploration equipment for the Whistler and Australia projects.

The Company’s financial instruments are all fully cashable at any time so there are no restrictions on availability of funds. There is no long-term debt. The Company’s current obligations include lease commitments for office space. Effective September 1, 2010, the Company has signed a five year lease for expanded head office space at 510 Burrard Street. The other current obligations are statutory withholding and payroll taxes.

1.7

Capital Resources

The Company had 79,502,698 issued and outstanding common shares as of December 31, 2010. During the year, there were 5,074,350 warrants and 746,073 options exercised for cash proceeds of $4,313,700 and $426,151 respectively.

Note 13(a) of the annual consolidated financial statements outlines details of private placements during the year.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

Options

Details of outstanding share purchase options are as follows:


	December 31, 2010		December 31, 2009
	Number of shares	Weighted average exercise price	Number of shares	Weighted average exercise price
Outstanding at beginning of year	4,383,844	$ 1.06	134,808	$ 8.61
Granted	3,000,000	0.87	3,353,328	0.65
Issued on acquisition (Note 1)	-	-	1,905,300	1.51
Exercised	(746,073)	0.57	(140,827)	0.42
Expired	(281,716)	0.55	(169,650)	1.33
Forfeit/Cancelled	(321,228)	1.06	(699,115)	1.87
Outstanding at end of year	6,034,827	$ 1.05	4,383,844	$ 1.06
Options exercisable at end of year	4,194,043	$ 1.14	2,771,982	$ 1.30

The following share purchase options are outstanding at December 31, 2010.


Expiry Date	Options Outstanding(number of shares)	Options Exercisable(number of shares)	Exercise price	Weighted Average Remaining Life
June 27, 2011	3,000	3,000	$ 7.50	0.49
July 17, 2011	556,800	556,800	1.90	0.54
January 11, 2012	100,050	100,050	2.29	1.03
July 16, 2012	287,100	287,100	2.24	1.54
August 1, 2012	5,998	5,998	6.90	1.59
December 10, 2012	208,800	208,800	1.84	1.95
July 16, 2013	69,600	69,600	0.98	2.54
December 19, 2013	176,175	176,175	0.17	2.97
March 1, 2014	65,250	48,938	0.25	3.17
March 19, 2014	394,554	287,582	0.45	3.22
December 15, 2014	1,320,000	982,500	0.90	3.96
February 4, 2015	250,000	175,000	0.72	4.10
June 25, 2015	250,000	125,000	1.00	4.48
July 12, 2015	2,347,500	1,167,500	0.87	4.53
	6,034,827	4,194,043	1.05	3.55

The weighted average grant-date fair value of share purchase options granted during the year ended December 31, 2010 was $0.87 per option (2009 - $0.41; 2008 - $0.37).

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

1.7

Capital Resources (continued)

Warrants

Details of outstanding warrants are as follows:


	December 31, 2010		December 31, 2009
	Number of shares	Weighted average exercise price	Number of shares	Weighted average exercise price
Outstanding at beginning of year	5,040,000	$ 0.80	-	$ -
Issued on equity financing	8,840,471	1.02	5,040,000	0.80
Exercised	(5,074,350)	0.85	-	-
Outstanding at end of year	8,806,121	$ 0.99	5,040,000	$ 0.80

The following warrants are outstanding at December 31, 2010.


Number of	Issue Price
Warrants	Per Warrant	Expiry Date
2,084,150	$ 0.80	March 16, 2011
1,639,000	0.92	March 2, 2011
924,050	0.92	March 11, 2011
2,582,401	0.82	August 10, 2012
1,576,520	0.82	August 16, 2012
8,806,121

Contractual Obligations

Kiska has future obligations under various contracts relating to operating leases and minimum conditional and non-conditional exploration commitments to keep properties and tenements in good standing. The obligations for any conditional exploration expenditures are non-binding, as the Company has the option to relinquish these licenses and tenements and any rights to the properties at any time.

The table below provides a summary of these contractual obligations (based on undiscounted cash flows) as at December 31, 2010:


	Total	Less than 1 year	1 – 3 years	3 – 5 years	More than 5 years
Operating leases	$ 1,109,065	$ 237,745	$ 489,768	$ 381,552	$ -
Conditional Option payments	104,375	81,875	12,500	10,000	-
Conditional exploration expenditures	5,175,000	75,000	100,000	5,000,000	-
Total contractual obligations	$ 6,284,065	$ 394,620	$ 602,268	$ 5,391,552	$ -

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

1.8

Off-Balance Sheet Arrangements

As a policy, the Company does not enter into off-balance sheet arrangements with special-purpose entities in the normal course of its business, nor does it have any unconsolidated affiliates.

1.9

Transactions with Related Parties

(a) Note Payable

(b) Due to related party

(c) Mineral property interests

1.10

Fourth Quarter

The Company sold its interest in the Mexican properties to Evrim Metals Corporation in the fourth quarter. Accordingly, a gain of $1,003,577 was recognized on sale (Note 6 of the annual consolidated financial statements).

The Company also sold its equity investment in 28,506,883 (26.0%) common shares of Clancy Exploration Limited, an Australian listed corporation, for net proceeds (and gain) of $2,305,579 (Note 7 of the annual consolidated financial statements).

Additional stock-based compensation was recognized in the fourth quarter of $332,474 as a result of the Company’s re-assessment of stock volatility. Average volatility for vested awards during the year

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

was 281% (2009: 96%). Total stock-based compensation for the year (including that prorated to exploration expenditures) was $1,684,765 (2009: $544,872).

1.11

Proposed Transactions

The Company has a business plan that includes identifying exploration projects, conducting initial exploration then optioning the project to a partner. Acquisitions and dispositions are an essential and on-going part of this plan.

1.12

Critical Accounting Estimates

Not applicable

1.13

Changes in Accounting Policies including Initial Adoption

Future Accounting Changes: International Financial Reporting Standards

Canada's Accounting Standards Board ratified a strategic plan in 2006 that will result in Canadian GAAP, as used by the Company, evolving and being converged with International Financial Reporting Standards (“IFRS”) over a transitional period to be completed by 2011. The International Accounting Standards Board also has projects currently under way that should result in new pronouncements which will be included in the convergence process. The Company will prepare the first interim report under IFRS for the period ending March 31, 2011 with the first annual report for the period ending December 31, 2011, with IFRS comparatives for 2010.

The Company is in the process of completing a detailed assessment of the requirements of the transition to IFRS, with the intention of identifying: (i) the timing of the implementation of the transition, (ii) major differences from existing accounting policies (iii) new accounting policies which are appropriate for the Company, (iv) the appropriate disclosures in financial statements prepared under IFRS and (v) developing an implementation plan. The Company has put some systems in place to ensure adequate data collection and is developing disclosure templates to ensure compliance with the standards at the transition date.

The Company has commenced preparation of the opening balance sheet for the adoption of IFRS. The most significant change may be inclusion of Mineral Properties on the balance sheet where Company policy has been to expense all acquisition and exploration costs as incurred.

IFRS 6 “Exploration for and Evaluation of Mineral Resources” permits the Company to continue with the current accounting policy for mineral property expenditures. The IASB is currently conducting an Extractive Industries project to amend IFRS 6. The draft recommendation includes a historical cost model with periodic impairment assessment as one alternative to fair value measurement. The Company would use prior accounting records to determine the appropriate historical cost to be used and take advantage of the available exemption, if required, to achieve a fair value for the transition opening balance sheet.

Since the Company does not have any reserves on the mineral properties, it is difficult to determine an appropriate stream of probable cash flows to determine the fair value of the mineral properties. It is likely that the Company will continue the current policy whereby all

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

mineral property expenditures are expensed as incurred. Once an economically recoverable

reserve is determined for the properties then a fair value in use based on probable cash flows will be calculated. Final figures have not been compiled as of the date of these financial statements.

In addition, IFRS 2 “Share-based Payment” requires that share-based payments to employees with different vesting periods be treated as separate awards for the purpose of determining their fair value. In addition, IFRS requires that the number of anticipated forfeitures be estimated at the grant date and incorporated into the calculation of share-based compensation expense. Under Canadian GAAP, share-based payments with different vesting periods can be treated as a single award and forfeitures recorded as they occur.

1.14

Financial Instruments and Other Instruments

The company does not employ a hedging strategy or a foreign exchange protection strategy. The majority of the Company’s income and expenses are denominated in Canadian dollars. The income which is received in U.S. Dollars is preserved in a U.S. Dollar account for use in paying U.S. Dollar denominated expenses.

1.15

Other Requirements

Events Subsequent to Year End

The Company has entered into the following transactions since the end of the fiscal year, not otherwise disclosed in this management discussion and analysis:

(d)

(e)

(f)

Since the end of the fiscal year, total proceeds of $35,250 and $3,964,666 have been received by the Company on the exercise of 40,000 options and 4,576,700 warrants, respectively.

(g)

The Company has sold a total of 447,500 common shares of Evrim Resources Corp. since the end of the fiscal year, for net proceeds of $350,805.

(h)

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

On January 12, 2011 the Company reported the results of a revised NI 43-101 compliant mineral resource estimate for the Whistler Deposit. The estimate incorporates the results of 10 previously reported drillholes not included in the 2008 SRK estimate, including five drillholes completed by Kiska in the fall of 2010. A pit-constrained resource, using a $7.50/ton cut-off (approximately 0.3 g/t Au Eq cut-off) yields an indicated resource of 79.2M tonnes at 0.51 g/t gold, 0.17% copper and 1.97 g/t silver (2.3M oz Au Eq) and an inferred resource of 145.7M tonnes at 0.40 g/t gold, 0.15% copper and 1.75 g/t silver (3.5M oz Au Eq). The updated resource was completed by Moose Mountain Technical Services. A NI 43-101 Technical Report will be filed on SEDAR. Robert J. Morris, M.Sc., P. Geo., of Moose Mountain Technical Services Ltd.

Risks Factors and Uncertainties

Overview

The Company is subject to many risks that may affect future operations over which the Company has little control. These risks include, but are not limited to, market conditions and the Company’s ability to access new sources of capital, the results from property exploration and development activities, and currency fluctuations.

Access to Capital

The exploration and subsequent development of mineral properties is capital intensive. Should it not be possible to raise additional equity funds when required, the Company may not be able to continue to fund its operations which would have a material adverse effect on the Company’s potential profitability and ability to continue as a going concern.

Speculative Nature of Mineral Exploration and Development

The exploration for and development of mineral deposits involves significant risk which even a combination of careful evaluation, experience and knowledge may not adequately mitigate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. There is no assurance that commercial quantities of ore will be discovered on any of Kiska’s sole-risk or ventured properties. Even if commercial quantities of ore are discovered, there is no assurance that the mineral property will be brought into production. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit, such as its size, grade and proximity to infrastructure; commodity prices, which have fluctuated widely in recent years; and government regulations, including those relating to taxes, royalties, land tenure, land use, aboriginal rights, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but Kiska’s business may be adversely affected by the inability of Kiska or those companies with

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

1.15

Other Requirements (continued)

which Kiska forms exploration or development alliances, to bring projects into commercial production.

Risks Factors and Uncertainties (continued)

Commodity Prices

The prices of gold, copper, zinc and other minerals have fluctuated widely in recent years and are affected by a number of factors beyond the control of Kiska, including international economic and political conditions, expectations of inflation, international currency exchange rates, consumption patterns, and levels of supply and demand. Fluctuations in commodity prices will influence the willingness of investors to fund mining and exploration companies and the willingness of such companies to participate in joint ventures with Kiska and the level of their financial commitment. Similarly, the ability of Kiska to monetize assets may also be affected by fluctuations in commodity prices.

Competition

Other exploration companies, including those with greater financial resources than Kiska, could adopt or may have adopted the business strategies of Kiska and thereby compete directly with Kiska, or may seek to acquire and develop mineral claims in areas targeted by Kiska. While the risk of direct competition may be mitigated by Kiska’s experience and technical capabilities, there can be no assurance that competition will not increase or that Kiska will be able to compete successfully.

Conflicts of Interest

Certain directors and officers of Kiska also serve as directors, officers and advisors of other companies involved in natural resource exploration and development. To the extent that such companies may participate in ventures with Kiska, such directors and officers may have conflicts of interest in negotiating and concluding the terms respecting the extent of such participation. Such other companies may also compete with Kiska for the acquisition of mineral property rights. In the event that any such conflict of interest arises, Kiska’s policy is that such director or officer will disclose the conflict to the board of directors and, if the conflict involves a director, such director will abstain from voting on the matter. In accordance with the Business Corporations Act (Yukon), the directors and officers of Kiska are required to act honestly, in good faith with a view to the best interests of Kiska.

Government Regulation

The Company operates in an industry which is governed by environmental regulations as well as occupation health and safety regulations. Most of the Company’s mineral properties are subject to government tenure requirements. At present, the Company fully complies with all regulations and holds clear title to the mineral property interests. However, it is possible that regulations or tenure requirements could be changed by the respective government resulting in additional costs or barriers to development of the properties. This would adversely affect the value of properties and ability to hold onto them without incurring significant additional costs.

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

Other Information

The Company files technical reports on all material properties, press releases and material change reports on SEDAR at www.sedar.com. The company is a foreign private issuer as defined by the Securities and Exchange Commission in the United States. As such, the Company files an annual report on Form 20-F and interim reports and other filings on Form 6-K. These reports are available on EDGAR at www.sec.gov/edgar. Additional information about the company can be accessed at the company’s website (www.kiskametals.com).

KISKA METALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2010

Forward-Looking Statements

This document includes certain forward looking statements concerning the future performance of Kiska’s business, its operations and its financial performance and condition, as well as management’s objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties. Factors that may cause actual results to vary include, but are not limited to, the Company’s ability to access capital, the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and reliance on key personnel, as described in more detail in this document under “Risk Factors and Uncertainties”. Statements relating to estimates of reserves and resources are also forward-looking statements as they involve risks and assumptions (including but not limited to assumptions with respect to future commodity prices and production economics) that the reserves and resources described exist in the quantities and grades estimated and are capable of economic extraction. Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon.

All mineral resources referenced in the technical report filed for the Whistler Property have been estimated in accordance with the definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. U.S. reporting requirements for disclosure of mineral properties are governed by the SEC Industry Guide 7 ("Guide 7"). NI 43-101 and Guide 7 standards are substantially different. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101. These definitions differ from the definitions of "proven (measured) reserves" and "probable (indicated) reserves" in Guide 7. Under Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

Exhibit 4.30

MANAGEMENT AGREEMENT

THIS AGREEMENT made as of the 1^st day of January, 2011.

BETWEEN:

KISKA METALS CORPORATION, of 575 – 510 Burrard Street, Vancouver, British Columbia V6C 3A8

(the “Corporation”)

AND:

EQUITY EXPLORATION CONSULTANTS LTD., of 200–900 West Hastings Street, Vancouver, British Columbia V6C 1E5

(the “Manager”)

AND:

DAVID A. CAULFIELD, of Box 151, Heriot Bay, BC V0P 1H0

(“Caulfield”)

WHEREAS:

One of the principals of the Manager is Caulfield, who has expertise in administration and management which is of value to the Corporation; and

The Corporation wishes to engage the Manager to provide Caulfield’s administration and management services to the Corporation on the terms and conditions set out in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual covenants hereinafter contained, and other good and valuable consideration, the receipt of which is acknowledged, the parties hereto agree as follows:

1.0 INTERPRETATION

1.1

Sections and Headings

The division of this Agreement into sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation hereof. Each reference in this Agreement to a designated section or other subdivision is to the designated section or other subdivision of this Agreement.

1.2

Gender

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.3

Governing Law

This Agreement shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract. Disputes with respect to the application or interpretation of this Agreement shall be subject to the provisions of the Arbitration Act (British Columbia).

1.4

Severability

The various sections, subsections, and clauses, in this Agreement are severable and if any section or subsection or other identifiable part is held to be invalid, void or unenforceable by any court, tribunal or other body or person of competent jurisdiction, this will not affect the validity or enforceability of the other provisions or identifiable parts, and such other provisions and parts will be and remain in full force and effect.

1.5

Currency

Unless otherwise specified, all references to money amounts are to the lawful currency of Canada.

2.0 APPOINTMENT AND POSITION

2.1

Engagement

The Corporation hereby agrees to continue to engage the Manager to provide the services of Caulfield, on the terms and subject to the conditions set out in this Agreement. This Agreement will supersede and replace any and all prior engagement agreements between the parties.

3.0 DUTIES AND RESPONSIBILITIES

3.1

Duties

Caulfield shall be responsible for Business Development for the Corporation, together with such other duties and responsibilities, as the Board of Directors (the “Board”) or the Chief Executive Officer (the “CEO”) of the Corporation shall decide from time to time.

3.2

Reports

Caulfield will, if requested by the Board or CEO, prepare such regular written reports to the Corporation, as are reasonable, on all matters relating to his duties and responsibilities hereunder, outlining his objectives and detailing the results achieved.

3.3

Location of Engagement and Travel

The Corporation’s offices shall be at Suite 575 – 510 Burrard Street, Vancouver, British Columbia, Canada. The Manager and Caulfield acknowledge and agree that, in view of the nature of the Corporation’s business, his responsibilities and duties may require frequent travel and absences from the Corporation’s offices.

3.4

Conflicts

Caulfield will avoid conflicts of interest with any aspect of his position with the Corporation. Caulfield agrees not to participate in any outside business relationships which may involve such a conflict of interest and, in the event Caulfield discovers that a potential or actual conflict exists, he shall immediately advise the Corporation of the potential or actual conflict. Caulfield shall not have any substantial financial interest in any enterprise, except the Manager, that has business dealings with the Corporation.

4.0 REMUNERATION

4.1

Management Fee

The Corporation hereby agrees to remunerate the Manager in an amount to be mutually agreed upon at each anniversary date for providing and continuing to provide the services referred to herein. The amount shall be $14,666 per month commencing as January 1, 2011 until December 31, 2011 (the “Management Fee”).

4.2

Bonus

The Manager may receive a bonus in accordance with the Corporation’s policies as determined by the Board from time to time.

4.3

Stock Options

The Manager or Caulfield shall be eligible to receive stock options to purchase common

shares in the capital of the Corporation, subject to regulatory approval, in such amounts and with such vesting requirements as may be determined by the Board.

4.4

Vacation

It is understood that the Manager will provide vacation from time to time to Caulfield at mutually agreed times, not to exceed four weeks per annum .

5.0 RENEWAL

This Agreement may be renewed by the Corporation upon substantially the same terms and conditions for a period of not more than one year.

6.0 TERMINATION

6.1

Termination by Either Party

This Agreement shall continue until December 31, 2011, however, any party hereto may terminate this Agreement by giving six months’ written notice to the other parties. In the event the Corporation does not provide the required six months’ notice, the Corporation shall pay the Manager a sum equal to six months’ fees hereunder.

6.2

Effect of Termination

In the event that the Manager’s engagement with the Corporation is terminated, the Manager shall have no right, entitlement or claim to any further remuneration, benefits, rights, damages or privileges, whether pursuant to this Agreement or otherwise, other than as specified in this Agreement.

7.0 NOTICE

Any notice under this Agreement shall be given in writing and delivered to the party to receive such notice at the address of the party indicated on page 1 hereof, or at such other address as a party may hereafter designate by notice in writing. Such notice shall be effective forthwith from the date of delivery.

8.0 CONFIDENTIALITY

For the purposes of this Section 8.0, any reference to “Corporation” shall mean the Corporation, its affiliates and subsidiaries. In the course of carrying out and performing his duties and responsibilities to the Corporation pursuant to this Agreement, Caulfield shall obtain access to and be entrusted with Confidential Information (as hereinafter defined) relating to the business and affairs of the Corporation. Except in the normal and proper course of his duties hereunder, Caulfield shall not use for his own account or disclose to anyone else, during or after the term of this agreement, any confidential or proprietary information or material relating to the operations or business of the Corporation which Caulfield obtains from the Corporation or the officers, employees, agents, suppliers or customers of the Corporation or otherwise by virtue of

the Manager’s engagement with the Corporation. Confidential information includes, without limitation, the following types of information or material, both existing and contemplated, regarding the Corporation: corporate information, including plans, strategies, tactics, policies, resolutions, and any litigation or negotiations; financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings; operational and scientific information, including trade secrets; technical information, technical drawings and designs, mine plans, pit designs and reserve and resource estimates; and personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations (collectively, the “Confidential Information”).

9.0 RETURN OF PROPERTY

9.1

Property of the Corporation

Caulfield agrees that all documents (including, without limitation, software and information in machinereadable form) of any nature pertaining to activities of the Corporation and to its subsidiaries and affiliates, including without limitation, Confidential Information, in Caulfield’s possession now or at any time during the term of this Agreement, are and shall be the property of the Corporation, its subsidiaries and affiliates, and that all such documents and all copies of them shall be surrendered to the Corporation whenever requested by the Corporation.

9.2

Return of Property Upon Termination

Upon termination of the Manager’s engagement, Caulfield and the Manager shall immediately return to the Corporation all property of the Corporation in as good a condition as when received by him (normal wear and tear excepted in the case of tangible property), including, without limitation, all originals and copies of records, manuals, tools, equipment, supplies, including all equipment, documents, notes, credit or charge cards, computer disks, computer software and hardware, portable telephones, notes, specifications, papers, keys, customer or client lists, technical information and data, samples, reports, studies, findings, prototypes, sketches, photographs, plans, drawings, manuals, financial information and any other information (including copies, summaries and excerpts) belonging to or relating to the business of the Corporation, or any subsidiary or associated corporation or created by Caulfield in the course of the Manager’s engagement by the Corporation, which are in Caulfield’s or the Manager’s possession or control.

10.0 ACKNOWLEDGEMENT

The Manager and Caulfield acknowledge that, in connection with the Manager’s engagement with the Corporation, the Manager shall receive or shall become eligible to receive substantial benefits and compensation. The Manager and Caulfield acknowledge that the Manager’s engagement by the Corporation and all compensation and benefits and potential compensation and benefits to the Manager from such engagement will be conferred by the Corporation upon the Manager only because and on condition of the Manager’s and Caulfield’s willingness to commit Caulfield’s best efforts and loyalty to the Corporation, including protecting the Corporation’s right to have its Confidential Information protected from nondisclosure by Caulfield and abiding by the confidentiality, and other provisions herein. The Manager and Caulfield understand the Manager’s and Caulfield’s duties and obligations as set forth in Sections 8.0 and 9.0 and agrees that such duties and obligations would not unduly restrict

or curtail the Manager’s or Caulfield’s legitimate efforts to earn a livelihood following any termination of the Manager’s engagement with the Corporation. The Manager and Caulfield agree that the restrictions contained in Sections 8.0 and 9.0 are reasonable and valid and all defenses to the strict enforcement thereof by the Corporation are waived by the Manager and Caulfield. The Manager and Caulfield further acknowledge that irreparable damage would result to the Corporation if the provisions of Sections 8.0 and 9.0 herein were not specifically enforced, and agree that the Corporation shall be entitled to any appropriate legal, equitable, or other remedy, including injunctive relief, in respect of any failure or continuing failure to comply with the provisions of Sections 8.0 and 9.0

10.0

ASSIGNMENT

This Agreement may not be assigned by either party.

11.0 ACCEPTANCE

This Agreement is subject to acceptance by regulatory authorities, if required.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

KISKA METALS CORPORATION

“Jason Weber”

By:

Authorized Signatory

EQUITY EXPLORATION CONSULTANTS LTD.

“Darcy Baker”

By:

Authorized Signatory

SIGNED, SEALED AND DELIVERED in the presence of:

“Henry Awmack”

Signature

1735 Larch Street, Vancouver, BC, Canada

Address

Geological Engineer

Occupation

“David Caulfield”

DAVID A. CAULFIELD

Exhibit 4.35

KISKA METALS CORPORATION

as the Corporation

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as the Warrant Agent

WARRANT INDENTUREProviding for the Issue of Warrants

Dated as of March 23, 2011

TABLE OF CONTENTS(continued)

Page No.

Article 1INTERPRETATION

Section 1.1

Definitions

Section 1.2

Gender and Number

Section 1.3

Headings, Etc.

Section 1.4

Day not a Business Day

Section 1.5

Time of the Essence

Section 1.6

Monetary References

Section 1.7

Applicable Law

Article 2ISSUE OF WARRANTS

Section 2.1

Creation and Issue of Warrants

Section 2.2

Terms of Warrants

Section 2.3

Warrantholder not a Shareholder

Section 2.4

Warrants to Rank Pari Passu

Section 2.5

Form of Warrants, Certificated Warrants

Section 2.6

Book Entry Only Warrants

Section 2.7

Warrant Certificate

Section 2.8

Legends

Section 2.9

Section 2.10

Issue in Substitution for Warrant Certificates Lost, etc.

Section 2.11

Exchange of Warrant Certificates

Section 2.12

Transfer and Ownership of Warrants

Section 2.13

Cancellation of Surrendered Warrants

Article 3EXERCISE OF WARRANTS

Section 3.1

Right of Exercise

Section 3.2

Warrant Exercise

Section 3.3

Prohibition on Exercise by U.S. Persons; Legended Certificates

Section 3.4

Transfer Fees and Taxes

Section 3.5

Warrant Agency

Section 3.6

Effect of Exercise of Warrant Certificates

Section 3.7

Partial Exercise of Warrants; Fractions

Section 3.8

Expiration of Warrants

Section 3.9

Accounting and Recording

Section 3.10

Securities Restrictions

Article 4ADJUSTMENT OF NUMBER OF COMMON SHARESAND EXERCISE PRICE

Section 4.1

Adjustment of Number of Common Shares and Exercise Price

Section 4.2

Entitlement to Common Shares on Exercise of Warrant

Section 4.3

No Adjustment for Certain Transactions

Section 4.4

Determination by Auditors

Section 4.5

Proceedings Prior to any Action Requiring Adjustment

Section 4.6

Certificate of Adjustment

TABLE OF CONTENTS(continued)

Page No.

Section 4.7

Notice of Special Matters

Section 4.8

No Action after Notice

Section 4.9

Other Action

Section 4.10

Protection of Warrant Agent

Section 4.11

Other Adjustments

Section 4.12

Participation by Warrantholder

Article 5RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1

Optional Purchases by the Corporation

Section 5.2

General Covenants

Section 5.3

Warrant Agent’s Remuneration and Expenses

Section 5.4

Performance of Covenants by Warrant Agent

Section 5.5

Enforceability of Warrants

Article 6ENFORCEMENT

Section 6.1

Suits by Registered Warrantholders

Section 6.2

Suits by the Corporation

Section 6.3

Immunity of Shareholders, etc.

Section 6.4

Waiver of Default

Article 7MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1

Right to Convene Meetings

Section 7.2

Notice

Section 7.3

Chairman

Section 7.4

Quorum

Section 7.5

Power to Adjourn

Section 7.6

Show of Hands

Section 7.7

Poll and Voting

Section 7.8

Regulations

Section 7.9

Corporation and Warrant Agent May be Represented

Section 7.10

Powers Exercisable by Extraordinary Resolution

Section 7.11

Meaning of Extraordinary Resolution

Section 7.12

Powers Cumulative

Section 7.13

Minutes

Section 7.14

Instruments in Writing

Section 7.15

Binding Effect of Resolutions

Section 7.16

Holdings by Corporation Disregarded

Article 8SUPPLEMENTAL INDENTURES

Section 8.1

Provision for Supplemental Indentures for Certain Purposes

Section 8.2

Successor Entities

Article 9CONCERNING THE WARRANT Agent

TABLE OF CONTENTS(continued)

Page No.

Section 9.1

Trust Indenture Legislation

Section 9.2

Rights and Duties of Warrant Agent

Section 9.3

Evidence, Experts and Advisers

Section 9.4

Documents, Monies, etc. Held by Warrant Agent

Section 9.5

Actions by Warrant Agent to Protect Interest

Section 9.6

Warrant Agent Not Required to Give Security

Section 9.7

Protection of Warrant Agent

Section 9.8

Replacement of Warrant Agent; Successor by Merger

Section 9.9

Conflict of Interest

Section 9.10

Acceptance of Agency

Section 9.11

Warrant Agent Not to be Appointed Receiver

Section 9.12

Warrant Agent Not Required to Give Notice of Default

Section 9.13

AntiMoney Laundering

Section 9.14

Compliance with Privacy Code

Section 9.15

Securities Exchange Commission Certification

Article 10GENERAL

Section 10.1

Notice to the Corporation and the Warrant Agent

Section 10.2

Notice to Registered Warrantholders

Section 10.3

Ownership of Warrants

Section 10.4

Counterparts

Section 10.5

Satisfaction and Discharge of Indenture

Section 10.6

Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders45

Section 10.7

Common Shares or Warrants Owned by the Corporation or its Subsidiaries Certificate to be Provided45

Section 10.8

Severability

Section 10.9

Force Majeure

Section 10.10

Assignment, Successors and Assigns

Section 10.11

Rights of Rescission and Withdrawal for Holders

SCHEDULES

SCHEDULE “A” – FORM OF WARRANT

SCHEDULE “B” – EXERCISE FORM

SCHEDULE “C” – FORM OF DECLARATION FOR REMOVAL OF LEGEND

SCHEDULE “D” – FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of March 23, 2011.

BETWEEN:

KISKA METALS CORPORATION, a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”),

and

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)

WHEREAS the Corporation is proposing to issue up to 7,532,500 Warrants pursuant to this Indenture;

AND WHEREAS pursuant to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share upon payment of the Exercise Price upon the terms and conditions herein set forth;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

Article1 INTERPRETATION

Section1.1 Definitions

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

“Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Auditors” means Hay & Watson, Chartered Accountants or such other firm of chartered accountants duly appointed as auditors of the Corporation, from time to time;

- 1 -

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation and authenticated by manual signature of an authorized officer of the Warrant Agent, (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Entry Only Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

“Book Entry Only Warrants” means Warrants that are to be held only by or on behalf of the Depository;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which the banks are open for business in the Province of British Columbia;

“Certificated Warrant” means a Warrant evidenced by a writing or writings substantially in the form of Schedule ”A”, attached hereto;

“Common Shares” means, subject to Article 4, fully paid and nonassessable common shares of the Corporation as presently constituted;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

“Current Market Price” of the Common Shares at any date means the weighted average of the trading price per Common Share for such Common Shares for each day there was a closing price for the 20 consecutive Trading Days ending five days prior to such date on the TSX Venture Stock Exchange or if on such date the Common Shares are not listed on the TSX Venture Stock Exchange, on such stock exchange upon which such Common Shares are listed and as selected by the directors, or, if such Common Shares are not listed on any stock exchange then on such overthecounter market as may be selected for such purpose by the directors of the Corporation;

“Depository” means CDS Clearing and Depository Services Inc. or such other Person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

“Dividends” means any dividends paid by the Corporation;

“Effective Date” means the date of this Indenture;

“Exchange Rate” means the number of Common Shares subject to the right of purchase under each Warrant;

“Exercise Date” means, in relation to Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

- 2 -

“Exercise Notice” has the meaning set forth in Section 3.2(3);

“Exercise Price” at any time means the price at which a whole Common Share may be purchased by the exercise of a whole Warrant, which is initially $1.60 per Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;

“Expiry Date” means March 23, 2013;

“Expiry Time” means 5:00 p.m. (Vancouver time) on the Expiry Date;

“Extraordinary Resolution” has the meaning set forth in Section 7.11;

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent, it being understood that neither preparation and issuance shall constitute part of such procedures for any purpose of this definition;

“Issue Date” means March 23, 2011;

“register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9;

“person” means an individual, body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

“Regulation D” means Regulation D as promulgated by the United States Securities and Exchange commissions under the U.S. Securities Act;

“Regulation S” means Regulation S as promulgated by the United States Securities and Exchange commissions under the U.S. Securities Act;

“Shareholders” means holders of Common Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder;

- 3 -

“this Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this indenture;

“Trading Day” means, with respect to the TSX Venture Exchange, a day on which such exchange is open for the transaction of business and with respect to another exchange or an overthecounter market means a day on which such exchange or market is open for the transaction of business;

“Uncertificated Warrant” means any Warrant which is not a Certificated Warrant;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Investment Company Act” means the United States Investment Company Act of 1940, as amended;

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“U.S. Purchaser Letter” means the U.S. Purchaser letter in substantially the form attached hereto as Schedule ”D”;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Warrantholder” means any Warrantholder that is a U.S. Person, acquired warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

“Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder in certificated form and/or held through the book entry registration system on a no certificate issued basis, entitling the holder or holders thereof to purchase up to 7,532,500 Common Shares (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;

“Warrant Agency” means the principal office of the Warrant Agent in the City of Vancouver or such other place as may be designated in accordance with Section 3.5;

“Warrant Agent” means Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule ”A” hereto, to evidence those Warrants that will be evidenced by a certificate;

- 4 -

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Only Participant or means, at a particular time, the Persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time; and

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50% of the aggregate number of Common Shares which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein; and “written order of the Corporation”, “written request of the Corporation”, “written consent of the “Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed.

Section1.2 Gender and Number

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section1.3 Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Section1.4 Day not a Business Day

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section1.5 Time of the Essence

Time shall be of the essence of this Indenture.

Section1.6 Monetary References

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

Section1.7 Applicable Law

This Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia and the federal laws applicable therein and shall be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Indenture and the transactions contemplated herein.

Article2

- 5 -

ISSUE OF WARRANTS

Section2.1 Creation and Issue of Warrants

A maximum of 7,532,500 Warrants are hereby created and authorized to be issued in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrant Certificates to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Section2.2 Terms of Warrants

(1)

Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Common Share upon payment of the Exercise Price.

(2)

No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares.

(3)

Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

(4)

The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.

Section2.3 Warrantholder not a Shareholder

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder of the Corporation, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

Section2.4 Warrants to Rank Pari Passu

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

Section2.5 Form of Warrants, Certificated Warrants

The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to a U.S. Warrantholder will be evidenced in certificated form only and bear the applicable legends as set forth in Schedule ”A” hereto. All Warrants issued in certificated form shall be evidenced by the Warrant Certificates (including all replacements issued in accordance with this

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Indenture), substantially in the form set out in Schedule ”A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.6.

Section2.6 Book Entry Only Warrants

(1)

Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent.

(2)

Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:

(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;

(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;

(c) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;

(e) such right is required by Applicable Law, as determined by the Corporation and the Corporation’s Counsel; or

(f) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Person;

following which Warrants for those holders requesting the same shall be issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The

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Corporation shall provide an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).

(3)

Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11 , mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.

(4)

Every Warrant Authenticated upon registration of transfer of a CDS Global Warrants, or in exchange for or in lieu of a CDS Global Warrants or any portion thereof, whether pursuant to this Section 2.6 , or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.

(5)

Notwithstanding anything to the contrary in this Indenture, subject to Applicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depositary or the Corporation.

(6)

The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.

(7)

Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(a) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(b) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or

(c) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.

(8)

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The Corporation may terminate the application of this Section 2.6 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a Person other than the Depository.

Section2.7 Warrant Certificate

(1)

For Warrants issued in certificated form, the form of certificate representing the Warrants shall be substantially as set out in Schedule ”A” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated manually on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has two signatures as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(2)

The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation.

(3)

Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

(4)

No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so

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Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

(5)

The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error.

(6)

No Certificated Warrant shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule ”A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. The Authentication by the Warrant Agent on any such Certificated Warrant hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant or its issuance (except the due Authentication thereof and any other warranties by law) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or the proceeds thereof.

(7)

No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. Authenticating by way of entry on the register shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Uncertificated Warrants or any of them or the proceeds thereof.

Section2.8 Legends

(1)

Neither the Warrants nor the Common Shares issuable upon exercise of the Warrants have been or will be registered under the U.S. Securities Act or under any United States state securities laws. Each Warrant Certificate originally issued for the benefit or account of a U.S. Warrantholder and each Warrant Certificate issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legends or such variations thereof as the Corporation may prescribe from time to time:

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“THE WARRANTS REPRESENTED HEREBY AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO KISKA METALS CORPORATION (THE “CORPORATION”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION, FROM COUNSEL OF RECOGNISED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LEGISLATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”;

provided that, if the Warrants are being sold outside the United States in accordance with Regulation S under the U.S. Securities Act, and if the Corporation is a “foreign issuer” within the meaning of Regulation S at the time of sale, this legend may be removed by the transferor providing a declaration to the Warrant Agent in the form set forth in Schedule ”C” or as the Warrant Agent or the Corporation may prescribe from time to time.

The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

(2)

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Each CDS Global Warrant originally issued in Canada and held by the Depository and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO KISKA METALS CORPORATION (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

(1)

Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in Section 2.8(1) or Section 2.8(2), or with the relevant securities laws or regulations, including, without limitation, Regulation S of the Securities Act, and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.

Section0.1 Register of Warrants

(1)

The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated and uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

(a) the name and address of the holder of the Warrants, the date of Authentication thereof and the number Warrants;

(b) whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

(c) whether such Warrant has been cancelled; and

(d) a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

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The register shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

(2)

Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent, sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

Section0.2 Issue in Substitution for Warrant Certificates Lost, etc.

(1)

If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(2)

The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the

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Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

Section0.3 Exchange of Warrant Certificates

(1)

Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)

Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent), tendered for exchange shall be cancelled and surrendered by the Warrant Agency to the Warrant Agent.

Section0.4 Transfer and Ownership of Warrants

(1)

The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:

(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule ”A”;

(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system;

(c) in the case of Uncertificated Warrants, surrendering to the Warrant Agent at the Warrant Agency, a duly executed transfer form from the holder (or such other instructions, in form satisfactory to the Warrant Agent); and

(d) upon compliance with:

(i)

the conditions herein;

(ii)

such reasonable requirements as the Warrant Agent may prescribe; and

(iii)

all applicable securities legislation and requirements of regulatory authorities;

and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or it shall Authenticate and deliver a Certificated Warrant instead, upon request), representing the Warrants transferred and the transferee

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of Book Entry Only Warrant shall be recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants.

(1)

If a Warrant Certificate tendered for transfer bears the legend set forth in 2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and (A) the transfer is made to the Corporation or (B) a declaration to the effect set forth in Schedule ”C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, is delivered to the Warrant Agent or (C) the transferor provides an opinion of counsel, of recognized standing, in form and substance reasonably satisfactory to the Corporation and the Warrant Agent that the transfer is in compliance with applicable state laws and the U.S. Securities Act.

(2)

Subject to the provisions of this Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

Section1.1 Cancellation of Surrendered Warrants

All Warrant Certificates surrendered pursuant to Section 3.1, Section 3.2(10) or Section 3.4 shall cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

Article2 EXERCISE OF WARRANTS

Section2.1 Right of Exercise

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Common Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

Section2.2 Warrant Exercise

(1)

Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Common Shares must complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule ”B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the Exercise Price to the Warrant

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Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(2)

In addition to completing the Exercise Form attached to the Warrant Certificate(s), a Warrantholder who is a person in the United States, a U.S. Person, a person exercising for the account or benefit of a U.S. Person, or person requesting delivery of the Common Shares issuable upon exercise of the Warrants in the United States must (a) provide a completed and executed U.S. Purchaser Letter or (b) an opinion of counsel of recognised standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent that the exercise is exempt from the registration requirements of applicable securities laws of any state of the United States and the U.S. Securities Act; provided however that in the case of a Warrantholder that is the original purchaser of Warrants and who delivered the U.S. Accredited Investor Certificate attached to the subscription agreement of the Corporation in connection with its purchase of Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate remain true and correct and the Warrantholder represents to the Corporation as such.

(3)

A beneficial holder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Only Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (“Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through the book entry registration system, and not withstanding Section 3.2(1), shall electronically confirm only that the beneficial holder (i) at the time of exercise of these Warrants is not in the United States; (ii) is not a U.S. Person and is not exercising these Warrants for the account or benefit of a U.S. Person; and (iii) did not execute or deliver the subscription form in the United States.

(4)

Payment representing the Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and payment from such beneficial holder should be provided to the Book Entry Only Participant sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system the Common Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder

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exercising the Warrants and/or the Book Entry Only Participant exercising the Warrants on its behalf.

(5)

By causing a Book Entry Only Participant to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Only Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Common Shares in connection with the obligations arising from such exercise.

(6)

Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Only Participant or the Warrantholder.

(7)

Any exercise form or Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such exercise form need not be executed by the Depository.

(8)

Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Common Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.

(9)

Notwithstanding the foregoing in this Section 3.2, Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, except the Depository or Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule ”B”.

(10)

If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Issuer shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.

(11)

Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.

(12)

Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Expiry Time on the Expiry Date shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Section2.3

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Prohibition on Exercise by U.S. Persons; Legended Certificates

(1)

Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.

(1)

Notwithstanding Section 3.3(1), Warrants may be exercised in the United States or by or on behalf of a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person exercising the Warrants (i) is an “accredited investor” that satisfies one or more of the criteria set forth in Rule 502(a) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act and (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance reasonably satisfactory to the Corporation and Warrant Agent a legal opinion, from counsel of recognized standing, which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that in the case of a Warrantholder that is the original purchaser of the Warrants and who delivered the U.S. Accredited Investor Certificate attached to the subscription agreement of the Corporation in connection with its purchase of Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate remain true and correct and the Warrantholder represents to the Corporation as such.

(2)

Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) and which are issued and delivered pursuant to Section 3.3(2) shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO KISKA METALS CORPORATION (THE “CORPORATION”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION, FROM COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY

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OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

Section0.1 Transfer Fees and Taxes

If any of the Common Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section0.2 Warrant Agency

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Section0.3 Effect of Exercise of Warrant Certificates

(1)

Upon the exercise of Warrants Certificates pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4, the Common Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons to whom such Common Shares are to be issued shall be deemed to have become the holder or holders of such Common Shares within five Business Days and, in respect of Warrants, they will deem to become the holders of record on the Exercise Date, unless the transfer registers of the Corporation shall be closed on such date, in which case the Common Shares subscribed for shall be deemed to have been issued and such person or persons deemed to have become the holder or holders of record of such Common Shares, on the date on which such transfer registers are reopened. It is hereby understood that in order for holders to be holders of Warrants on record on an Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

(2)

Within three Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate

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was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for, or any other appropriate evidence of the issuance of Common Shares to such person or persons in respect of Common Shares issued under the book entry registration system.

Section1.1 Partial Exercise of Warrants; Fractions

(1)

The holder of any Warrants may exercise his right to acquire a number of whole Common Shares less than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)

Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares.

Section1.2 Expiration of Warrants

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section1.3 Accounting and Recording

(1)

The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised. Any securities or other instruments, from time to time received by the Warrant Agent shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent, the Warrantholders and the Corporation as their interests may appear.

(2)

The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Common Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefore.

Section1.1 Securities Restrictions

Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

Article2

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ADJUSTMENT OF NUMBER OF COMMON SHARESAND EXERCISE PRICE

Section2.1 Adjustment of Number of Common Shares and Exercise Price

The subscription rights in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(a) if, at any time during the Adjustment Period, the Corporation shall:

(i)

subdivide, redivide or change its outstanding Common Shares into a greater number of Common Shares;

(ii)

reduce, combine or consolidate its outstanding Common Shares into a smaller number of Common Shares;

(iii)

issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of distribution (other than a distribution of Common Shares upon the exercise of Warrants);

the Exercise Price in effect on the effective date of such subdivision, redivision, change, reduction, combination, consolidation or on the record date of such distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(b) if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate

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conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;

(c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other trust (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination shall be conclusive), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon

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any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Common Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Registered Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Common Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to

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successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances;

(e) in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;

(f) in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

(g) the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

(h) after any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of his Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Registered Warrantholder is

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entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Section2.2 Entitlement to Common Shares on Exercise of Warrant

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Common Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.

Section2.3 No Adjustment for Certain Transactions

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with:

(a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or

(b) the satisfaction of existing instruments issued at the date hereof.

Section2.4 Determination by Auditors

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

Section2.5 Proceedings Prior to any Action Requiring Adjustment

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and nonassessable all the Common Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

Section2.6 Certificate of Adjustment

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Corporation’s Auditors verifying such calculation. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation

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pursuant to this Article 4 for all purposes.

Section2.7 Notice of Special Matters

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1 Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

Section2.8 No Action after Notice

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

Section2.9 Other Action

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the number of Common Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors, acting reasonably, in their sole discretion as they may determine to be equitable in the circumstances, provided that no such adjustment will be made unless prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

Section2.10 Protection of Warrant Agent

The Warrant Agent shall not:

(a) at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(b) be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

(c) be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and

(d)

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incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

Section2.11 Other Adjustments

If the Corporation after the date hereof shall take any action affecting the Common Shares, other than an action described in this Article 4 which, in the opinion of the directors, would have a material adverse affect on the rights of Registered Warrantholders, the Exercise Price and/or the Exchange Rate, there shall be an adjustment in such manner, if any, and at such time, by action of the directors, acting reasonably and in good faith, as they may reasonably determine to be equitable to the Registered Warrantholders in such circumstances, provided that no such adjustment will be made unless prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

Section2.12 Participation by Warrantholder

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event.

Article3 RIGHTS OF THE CORPORATION AND COVENANTS

Section3.1 Optional Purchases by the Corporation

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

Section3.2 General Covenants

The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding:

(a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;

(b)

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it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof;

(c) all Common Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and nonassessable;

(d) it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course;

(e) it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSX Venture Exchange (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation to agree to a consolidation, amalgamation, arrangement, takeover bid or merger even if the consideration being offered are not securities that are so listed and posted for trading;

(f) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer; and

(g) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture.

Section3.3 Warrant Agent’s Remuneration and Expenses

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

Section3.4 Performance of Covenants by Warrant Agent

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation or may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant

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Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section3.5 Enforceability of Warrants

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

Article4 ENFORCEMENT

Section4.1 Suits by Registered Warrantholders

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section4.2 Suits by the Corporation

The Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates and amend the securities register accordingly.

Section4.3 Immunity of Shareholders, etc.

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or any successor Corporation on any covenant, agreement, representation or warranty by the Corporation herein.

Section4.4 Waiver of Default

Upon the happening of any default hereunder:

(a) the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and

(b) conditions as shall be prescribed in such requisition; or

(c) the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of

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Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefore;

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

Article5 MEETINGS OF REGISTERED WARRANTHOLDERS

Section5.1 Right to Convene Meetings

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver or at such other place as may be approved or determined by the Warrant Agent.

Section5.2 Notice

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

Section5.3 Chairman

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.

Section5.4 Quorum

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and entitled to

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purchase at least 50% of the aggregate number of Common Shares which could be acquired pursuant to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not be entitled to acquire at least 50% of the aggregate number of Common Shares which may be acquired pursuant to all then outstanding Warrants.

Section5.5 Power to Adjourn

The chairman of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Section5.6 Show of Hands

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section5.7 Poll and Voting

(1)

On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Registered Warrantholders acting in person or by proxy and entitled to acquire in the aggregate at least 5% of the aggregate number of Common Shares which could be acquired pursuant to all the Warrants then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)

On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

Section1.1

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Regulations

(1)

The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for:

(a) the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting;

(b) the form of the instrument of proxy; and

(c) generally for the calling of meetings of Registered Warrantholders and the conduct of business thereat.

(2)

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders or proxies of Registered Warrantholders.

Section1.2 Corporation and Warrant Agent May be Represented

The Corporation and the Warrant Agent, by their respective directors, officers agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

Section1.3 Powers Exercisable by Extraordinary Resolution

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

(a) to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;

(b) to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;

(c) to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

(d) to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;

(e)

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to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;

(f) to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

(g) to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(h) with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and

(i) to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

Section1.4 Meaning of Extraordinary Resolution

(1)

The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Registered Warrantholders holding at least 25% of the aggregate number of Common Shares that could be acquired and passed by the affirmative votes of Registered Warrantholders holding not less than 66⅔% of the aggregate number of Common Shares that could be acquired at the meeting and voted on the poll upon such resolution.

(1)

If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of Common Shares that could be acquired are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11(1) shall be an Extraordinary Resolution within the

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meaning of this Indenture notwithstanding that Registered Warrantholders entitled to acquire at least 25% of the aggregate number of Common Shares which may be acquired pursuant to all the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

(1)

Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

Section0.1 Powers Cumulative

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Section0.2 Minutes

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly entered in books to be provided from time to time for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

Section0.3 Instruments in Writing

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66⅔% of the aggregate number of Common Shares that could be acquired by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

Section0.4 Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

Section0.5 Holdings by Corporation Disregarded

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Common Shares are present at a meeting of Registered

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Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

Article1 SUPPLEMENTAL INDENTURES

Section1.1 Provision for Supplemental Indentures for Certain Purposes

From time to time, the Corporation (when authorized by action of the directors) and the Warrant Agent may, subject to the provisions hereof and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a) setting forth any adjustments resulting from the application of the provisions of Article 4;

(b) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(c) giving effect to any Extraordinary Resolution passed as provided in 7.11;

(d) making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(e) adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

(f) modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative; and

(g) for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the

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Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby.

Section1.2 Successor Entities

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

Article2 CONCERNING THE WARRANT Agent

Section2.1 Trust Indenture Legislation

(1)

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.

(2)

The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

Section1.1 Rights and Duties of Warrant Agent

(1)

In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligent action, wilful misconduct, bad faith or fraud under this Indenture.

(2)

The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(3)

The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.

(4)

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Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.

Section1.1 Evidence, Experts and Advisers

(1)

In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

(2)

In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

(3)

Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

(4)

The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.

(5)

The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Section1.2 Documents, Monies, etc. Held by Warrant Agent

(1)

Any monies, securities, documents of title or other instruments that may at any time be held by the Warrant Agent may be placed in the deposit vaults of the Warrant Agent or of any Canadian chartered bank listed in Schedule I of the Bank Act (Canada), or deposited for safekeeping with any such bank. Any monies held pending the application or withdrawal thereof under any provisions of this Indenture, shall be held, invested and reinvested amount in “Permitted Investments” as directed in writing by the Corporation. “Permitted

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Investments” shall be treasury bills guaranteed by the Government of Canada having a term to maturity not to exceed 90 days, or term deposits or bankers’ acceptances of a Canadian chartered bank having a term to maturity not to exceed 90 days, or such other investments that is in accordance with the Warrant Agent’s standard type of investments. Unless otherwise specifically provided herein, all interest or other income received by the Warrant Agent in respect of such deposits and investments shall belong to the Corporation.

(2)

Any written direction for the investment or release of funds received shall be received by the Warrant Agent by 9:00 a.m. (Vancouver time) on the Business Day on which such investment or release is to be made, failing which such direction will be handled on a commercially reasonable efforts basis and may result in funds being invested or released on the next Business Day.

(3)

The Warrant Agent shall have no responsibility or liability for any diminution of any funds resulting from any investment made in accordance with this Indenture, including any losses on any investment liquidated prior to maturity in order to make a payment required hereunder.

(4)

In the event that the Warrant Agent does not receive a direction or only a partial direction, the Warrant Agent may hold cash balances constituting part or all of such monies and may, but need not, invest same in its deposit department, the deposit department of one of its affiliates, or the deposit department of a Canadian chartered bank; but the Warrant Agent, its affiliates or a Canadian chartered bank shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

Section1.3 Actions by Warrant Agent to Protect Interest

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

Section1.4 Warrant Agent Not Required to Give Security

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

Section1.5 Protection of Warrant Agent

By way of supplement to the provisions of any law for the time being relating to Warrant Agent it is expressly declared and agreed as follows:

(a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

(c)

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the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;

(d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

(e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Warrant Agent, whether groundless or otherwise, arising from or out of any act, omission or error of the Warrant Agent, provided that the Corporation shall not be required to indemnify the Warrant Agent in the event of the gross negligence or wilful misconduct of the Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and

(f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Section1.6 Replacement of Warrant Agent; Successor by Merger

(1)

The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new Warrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new Warrant Agent unless a new Warrant Agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Ontario Superior Court of Justice of the Province of Ontario on such notice as such judge may direct, for the appointment of a new Warrant Agent; but any new Warrant Agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new Warrant Agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on

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the business of a trust company in the Province of Ontario and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.

(2)

Upon the appointment of a successor Warrant Agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

(3)

Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the predecessor or successor Warrant Agent.

(4)

Any corporation in to which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

Section1.7 Conflict of Interest

(1)

The Warrant Agent represents to the Corporation that at the time of execution and delivery hereof no material conflict of interest exists between its role as a Warrant Agent hereunder and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within 90 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its agency hereunder to a successor Warrant Agent approved by the Corporation and meeting the requirements set forth in Section 9.8(1). Notwithstanding the foregoing provisions of this Section 9.9(1), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Indenture and the Warrant Certificate shall not be affected in any manner whatsoever by reason thereof.

(2)

Subject to Section 9.9(1), the Warrant Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation without being liable to account for any profit made thereby.

Section1.8 Acceptance of Agency

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

Section1.9 Warrant Agent Not to be Appointed Receiver

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section1.10

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Warrant Agent Not Required to Give Notice of Default

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

Section1.11 AntiMoney Laundering

(1)

Each party to this Agreement other than the Warrant Agent hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

(2)

The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in noncompliance with any applicable antimoney laundering or antiterrorist legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in noncompliance with any applicable antimoney laundering or antiterrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to the other parties to this Indenture, provided (i) that the Warrant Agent’s written notice shall describe the circumstances of such noncompliance; (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such 10day period, then such resignation shall not be effective.

Section1.12 Compliance with Privacy Code

The Corporation acknowledges that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a) to provide the services required under this Indenture and other services that may be requested from time to time;

(b) to help the Warrant Agent manage its servicing relationships with such individuals;

(c) to meet the Warrant Agent’s legal and regulatory requirements; and

(d)

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if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

The Corporation acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Warrant Agent shall make available on its website or upon request, including revisions thereto. Further, the Corporation agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

Section1.13 Securities Exchange Commission Certification

Not a Filer at time of Closing: The Corporation represents and warrants that it is not required to file reports with the United States Securities and Exchange Commission (“SEC”) as a Foreign Private Issuer (as such term is defined in Rule 405 of the U.S. Securities Act) and that it is not a reporting issuer under Section 12 or 15 of the U.S. Exchange Act. In the event that the Corporation commences filing reports as a Foreign Private Issuer with the SEC pursuant to Section 12 or 15 of the U.S. Exchange Act, the Corporation shall promptly deliver to the Warrant Agent an Officers’ Certificate (in a form provided by the Warrant Agent) certifying such “reporting issuer” status and other information as the Warrant Agent may require at such given time including the Central Index Key that has been assigned for filing purposes. The Corporation understands that the Warrant Agent is relying upon the foregoing representation, warranty and covenant in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

Article2 GENERAL

Section2.1 Notice to the Corporation and the Warrant Agent

(1)

Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or telecopied:

(a) If to the Corporation:

Kiska Metals Corporation

Suite 575 – 510 Burrard Street

Vancouver, BC V6C 3A8

Attention: President

Telecopy: 604-669-0898

(b) If to the Warrant Agent:

Computershare Trust Company of Canada

3^rd Floor, 510 Burrard Street

Vancouver, BC V6C 3B9

Attention: General Manager, Corporate Trust

Telecopy: 6046619403

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and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if telecopied, on the next Business Day following the date of transmission.

(2)

The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section 10.1(1), or given by telecopy or other means of prepaid, transmitted and recorded communication.

Section2.2 Notice to Registered Warrantholders

(1)

Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary post addressed to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

(2)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, and any so notice published shall be deemed to have been received and given on the latest date the publication takes place.

Section1.1 Ownership of Warrants

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any

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such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

Section1.2 Counterparts

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

Section1.3 Satisfaction and Discharge of Indenture

Upon the earlier of:

(a) the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Certificated Warrants (or such other instructions, in a form satisfactory to the Warrant Agent), in the case of Uncertificated Warrants, or by way of standard processing through the book entry only system in the case of a CDS Global Warrant; or

(b) the Expiry Time;

and if all certificates or other entry on the register representing Common Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Section1.4 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

Section1.5

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Common Shares or Warrants Owned by the Corporation or its Subsidiaries Certificate to be Provided

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a) the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation; and

(b) the number of Warrants owned legally or beneficially by the Corporation;

and the Warrant Agent, in making the computations in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.

Section1.6 Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

Section1.7 Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Section1.8 Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section1.9 Rights of Rescission and Withdrawal for Holders

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying shares that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying shares on the

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register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or nondelivery of any such funds.

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IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.


		KISKA METALS CORPORATION
		By:	“Jason Weber”
			Name: Jason Weber
			Title: President & CEO
		By:	“Adrian Rothwell”
			Name: Adrian Rothwell
			Title: CFO


		COMPUTERSHARE TRUST COMPANY OF CANADA
		By:	“Karl Burgess”
			Name: Karl Burgess
			Title: Professional, Corporate Trust
		By:	“Gabriel Ducharme”
			Name: Gabriel Ducharme
			Title: Professional, Corporate Trust

SCHEDULE “A”

FORM OF WARRANT

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 5:00 P.M. (VANCOUVER TIME) ON MARCH 23, 2013 AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

For all Warrants sold outside the United States and registered in the name of the Depository, include the following legend:

THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (“THE U.S. SECURITIES ACT”) AND ALL APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO KISKA METALS CORPORATION (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

For Warrants sold in the United States, also include the following legends:

THE WARRANTS REPRESENTED HEREBY AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO KISKA METALS CORPORATION (THE “CORPORATION”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION, FROM COUNSEL OF RECOGNISED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

WARRANT

To acquire Common Shares of

KISKA METALS CORPORATION

(incorporated pursuant to the laws of the Province of British Columbia)

Warrant Certificate No.

Certificate for ____________________________Warrants, each entitling the holder to acquire one Common Share

CUSIP

ISIN CA

THIS IS TO CERTIFY THAT, for value received,

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of KISKA METALS CORPORATION (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture hereinafter referred to, to purchase at any time before 5:00 p.m. (Vancouver time) (the “Expiry Time”) on March 23, 2013 (the “Expiry Date”), one fully paid and nonassessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant.

The right to purchase Common Shares may only be exercised by the holder within the time set forth above by:

(a)

duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and

(b)

surrendering this warrant certificate (the “Warrant Certificate”), with the Exercise Form to Computershare Trust Company of Canada (the “Warrant Agent”) at 3^rd Floor, 510 Burrard Street, Vancouver, British Columbia V6C 3B9, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $1.60 per Common Share.

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of March 23, 2011 between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.

Neither the Warrants nor the Common Shares issuable upon exercise hereof have been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or U.S. state securities laws. These Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. Person unless this security and the Common Shares issuable upon exercise of this security have been registered under the U.S. Securities Act and the applicable state securities legislation or an exemption from such registration requirements is available.

The Warrant Indenture contains provisions for the adjustment of the price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Vancouver and in Toronto, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of March 23, 2011.

Countersigned and Registered by:

COMPUTERSHARE TRUST COMPANY OF CANADA

By:

Authorized Signatory

Date: _______________________

KISKA METALS CORPORATION

By:

Authorized Signatory

By:

Authorized Signatory

FORM OF TRANSFER

Computershare Trust Company of CanadaFOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to ____________________________________________________________________________________________________________________________________________________________(print name and address) the Warrants represented by this Warrant Certificate and hereby irrevocably constitutes and appoints ____________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a warrant certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

(A)

the transfer is being made only to the Corporation;

(B)

the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “C” to the Warrant Indenture, or

(C)

the transfer is being made within the United States or to, or for the account or benefit of, U.S. Persons, in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

In the case of a warrant certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

If transfer is to a U.S. Person, check this box.

DATED this ____ day of_________________, 20____.

SPACE FOR GUARANTEES OF SIGNATURES (BELOW)

)

__________________________________

Signature of Transferor

_________________________________

Guarantor’s Signature/Stamp

)

__________________________________

Name of Transferor

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

Canada: A Signature Guarantee obtained from the Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guarantee” Stamp) obtained from an authorized officer of a major Canadian Schedule 1 chartered bank.

Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

REPRESENTATIONS OF TRANSFEREE

The undersigned transferee hereby certifies that it is a bona fide resident of the jurisdiction set forth above for its address, and that either (A)(i) at the time of this transfer, it is not a U.S. Person and did not take transfer of the Warrants while within the United States, (ii) it is not taking transfer of the Warrants by or on behalf of any U.S. Person or any person who is within the United States, and (iii) this transfer in all other respects complies with the terms of Regulation S; or (B)(i) it was an original purchaser in the Corporation’s issuance of the Warrants, (ii) it is an Accredited Investor as defined in Rule 501(a) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (iii) the representations and warranties made to the Corporation in connection with its acquisition of the Warrants remain true and correct on the data hereof; or (C) it is delivering herewith a completed and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule ”D”, or (D) the undersigned transferee is delivering a written opinion of U.S. Counsel to the effect that the transfer of the Warrants contemplated hereby has been registered under the U.S. Securities Act and all applicable state securities laws or is exempt from registration thereunder.


Signature of Trustee
Name (Please Print)
Date

SCHEDULE “B”

EXERCISE FORM

TO:

KISKA METALS CORPORATION

AND TO:

Computershare Trust Company of Canada

c/o

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire ____________ (A) Common Shares of KISKA METALS CORPORATION

Exercise Price Payable: __________________________________________________

(A) multiplied by $1.60, subject to adjustment)

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

(A)

the undersigned holder at the time of exercise of the Warrants (i) is not in the United States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants for the account or benefit of a U.S. Person, (iv) did not execute or deliver this exercise form in the United States and (v) delivery of the underlying common shares will not be to an address in the United States; OR

(B)

the undersigned holder (a) is the original U.S. purchaser who purchased the Warrants pursuant to the Company’s Unit offering who delivered the Certificate of U.S. Purchaser attached to the subscription agreement in connection with its purchase of Units, (b) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the subscription agreement pursuant to which it purchased such Units, and (c) is, and such disclosed principal, if any, is an "accredited investor" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) at the time of exercise of these Warrants and the representations and warranties of the holder made in the original subscription agreement including the Certificate of U.S. Purchaser remain true and correct as of the date of exercise of these Warrants; OR

(C)

if the undersigned holder is (i) a holder in the United States, (ii) a U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person, (iv) executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying common shares in the United States, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent (a) a completed and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “D” or (b) an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation) or such other evidence reasonably satisfactory to the Corporation to the effect that with respect to the common shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations.

Notes:

(1)

Certificates will not be registered or delivered to an address in the United States unless Box B or C above is checked.

(2)

If Box C above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

“United States” and “U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:


Name(s) in Full and Social Insurance Number(s) (if applicable)	Address(es)	Number of Common Shares

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all exigible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust.

DATED this ____day of _____, 20__.


	)))))))

Witness		(Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate)

		Name of Registered Warrantholder

Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

SCHEDULE “C”

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:

Kiska Metals Corporation

AND TO:

Computershare Trust Company of Canada

Computershare Investor Services Ltd.

as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of KISKA METALS CORPORATION.

The undersigned (a) acknowledges that the sale of the securities of KISKA METALS CORPORATION (the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (b) certifies that (1) the undersigned is not an affiliate of the Corporation as that term is defined in the 1933 Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The Toronto Stock Exchange or any other designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.

DATED this ____day of _____, 20__.


			(Name of Seller)
			By:
				Name:
				Title:

AFFIRMATION BY SELLER’S BROKERDEALER

We have read the foregoing representations of our customer (the “Seller”) with regard to the sale described therein, and we hereby affirm that, to the best of our knowledge and belief, the facts set forth therein are full, true and correct.


	Name of Firm
By:
	Authorized Officer
Date:

SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

Kiska Metals Corporation

Suite 575 – 510 Burrard StreetVancouver, British ColumbiaV6C 3A8

Attention: President

and to

Computershare Trust Company of Canada

as Warrant Agent

Dear Sirs:

We are delivering this letter in connection with the purchase of common shares (the “Common Shares”) of KISKA METALS CORPORATION, a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of March 23, 2011 between the Corporation and Computershare Trust Company of Canada.

We hereby confirm that:

(a)

we are an “accredited investor” (satisfying one or more of the criteria set forth in Rule 501(a) of Regulation D under the United States Securities Act of 1933 (the “U.S. Securities Act”)) who is also a “Qualified Purchaser” (as defined in Section 2(a) (51) of, and related rules under, the United States Investment Company Act of 1940, as amended (the “1940 Act”)) ;

(b)

we are purchasing the Common Shares for our own account;

(c)

we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing the Common Shares;

(d)

we are not acquiring the Common Shares with a view to distribution thereof or with any present intention of offering or selling any of the Common Shares, except (A) to the Corporation, (B) outside the United States in accordance with Regulation S under the U.S. Securities Act or (C) inside the United States in accordance with Rule 144 under the U.S. Securities Act, if applicable, and in compliance with applicable state securities laws;

(e)

we acknowledge that we have had access to such financial and other information as we deem necessary in connection with our decision to exercise the Warrants and purchase the Common Shares; and

(f)

we acknowledge that we are not purchasing the Common Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

We understand that the Common Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the U.S. Securities Act and that the Common Shares have not been and will not be registered under the U.S. Securities Act. We further understand that any Common Shares acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the fact that we will not offer, sell or otherwise transfer any of the Common Shares, directly or indirectly, unless (i) the sale is to the Corporation; (ii) the sale is made outside the United States in compliance with the requirements of Regulation S under the U.S. Securities Act; or (iii) the sale is made in the United States (A) pursuant to an exemption from registration under the U.S. Securities Act provided by (i) Rule 144 or, (ii) Rule 144A thereunder, if available, and in compliance with any applicable state securities laws or (B) pursuant to a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, and in the case of each of (A)(i) and (B), the seller has furnished to the Corporation an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Corporation prior to such offer, sale or transfer.

We acknowledge that you will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate or complete.

DATED this ____day of _____, 20__.


		(Name of U.S. Purchaser)
		By:
			Name:
			Title:

EXHIBIT 12.1

Sarbanes-Oxley Section 302 Certification

I, Jason S. Weber, certify that:

I have reviewed this amended annual report on Form 20-F/A-2 (Amendment No. 2) of Kiska Metals Corporation.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 21, 2011.

“Jason S. Weber”

Jason S. Weber

President & Chief Executive Officer

EXHIBIT 12.2

Sarbanes-Oxley Section 302 Certification

I, Adrian Rothwell, certify that:

I have reviewed this amended annual report on Form 20-F/A-2 (Amendment No. 2) of Kiska Metals Corporation.

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 21, 2011.

“Adrian Rothwell”

Adrian Rothwell

Chief Financial Officer

EXHIBIT 13.1

SARBANES-OXLEY SECTION 906 CERTIFICATION

In connection with this amended annual report of Kiska Metals Corporation (the “Company”) on Form 20-F/A-2 (Amendment No. 2) for the fiscal year ending December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason S. Weber, President, Chief Executive Officer & Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jason S. Weber

Name: Jason S. Weber

Title: President, Chief Executive Officer & Director

November 21, 2011

EXHIBIT 13.2

SARBANES-OXLEY SECTION 906 CERTIFICATION

In connection with this amended annual report of Kiska Metals Corporation (the “Company”) on Form 20-F/A-2 (Amendment No. 2) for the fiscal year ending December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adrian Rothwell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Adrian Rothwell

Name: Adrian Rothwell

Title: Chief Financial Officer

November 21, 2011

EXHIBIT 15.1

LETTER TO THE COMMISSION OF FORMER PRINCIPAL ACCOUNTANT

MCGOVERN, HURLEY, CUNNINGHAM, LLP

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549-7010

RE:

KISKA METALS CORPORATION

AMENDED ANNUAL REPORT ON FORM 20-F/A-2 (AMENDMENT NO. 2)

ITEM 16F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Dear Sir/Madam:

We have reviewed a copy of the disclosures that Kiska Metals Corporation (the “Registrant”) is making in response to Item 16F: Change in Registrant’s Certifying Accountant contained in the Registrant’s amended annual report on Form 20-F/A-2 (Amendment No. 2) for the fiscal year ended December 31, 2010.

We agree with the statements made by the Registrant in response to Item 16F(a) of the Registrant’s amended annual report on Form 20-F/A-2 (Amendment No. 2) for the fiscal year ended December 31, 2010.

November 21, 2011

/s/ “McGovern, Hurley, Cunningham, LLP”

Toronto, Canada

Former Principal Accountant of Kiska Metals Corporation

Endnotes

Geoinformatics Alaska Exploration, Inc.

(Alaska)

518778-41-1528235v1

518778-58-2607256v3

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