6-K 1 tanrange.htm Filed by Filing Services Canada Inc.  403-717-3898


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 6-K



Report of Foreign Issuer


Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934



For the day of: January 14, 2005


Commission File Number 000-50634



TAN RANGE EXPLORATION CORP.

(Registrant's name)


93 Benton Hill Road

Sharon, CT  06069

 (Address of principal executive offices)


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

Form 20-F    P        

Form 40-F    ___


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


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


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


Yes   ___

No    P           


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










Attached hereto as Exhibit 1 and incorporated by reference herein is the Registrant's First Quarter Financial Statements and Management Discussion and Analysis for the period ended November 30, 2004.


SIGNATURES


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




Tan Range Exploration Corp.

(Registrant)





Date:   January 14, 2005

“James E. Sinclair


James E. Sinclair, Chief Executive Officer

 









Exhibit 1





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TAN RANGE EXPLORATION CORPORATION

 

 

 

Consolidated Financial Statements

For the Three Months Ended November 30, 2004 and 2003


 







Unaudited

Prepared by Management

Vancouver, B.C.








Tan Range Exploration Corporation

Consolidated Financial Statements

For the Three Months Ended November 30, 2004 and 2003



Notice


The accompanying unaudited interim financial statements of Tan Range Exploration Corporation (the “Company”) have not been reviewed by the Company’s auditors.










Tan Range Exploration Corporation

Consolidated Balance Sheet

As at November 30, 2004 and August 31, 2004





ASSETS


November 30, 2004


August 31, 2004

Current Assets

$

$

Cash and Short Term Deposits

1,255,953

`1,067,448

Short-term investments

-

415,201

Accounts and Other Receivables

44,030

61,035

Prepaid Expenses and deposits

     537,608

    521,889

 

1,837,591

2,065,573

MINERAL PROPERTIES AND DEFERRED EXPLORATION AND DEVELOPMENT COSTS (Note 3)


20,31 1,249


19,853,296

Capital Assets

     195,333

     173,504

 

22,34 4,173

22,092,373

   

LIABILITIES

  

Current Liabilities

  

Accounts Payable and Accrued Liabilities

20 7,896

146,672


Future Income taxes


647,56 5


647,565

   

SHAREHOLDERS’ EQUITY

  

Share Capital (Note 4)

42,780,071

42,145,471

Deficit

( 21,291,359)

( 20,847,335)

 

   21,488,712

  2 1,298,136

 

   22,34 4,173

  2 2,092,373



“James E. Sinclair”, Director


“Victoria M. Luis”, Director





Unaudited – Prepared by Management











Tan Range Exploration Corporation

Consolidated Statements of Operations and Deficit

For the Three Months Ended November 30, 2004 and 2003



 

November 30, 2004

$

November 30, 2003

$

EXPENSES

  

Amortization

12,544

10,192

Annual General Meeting

2,500

2,000

Capital Tax

3,243

-

Consulting and Management Fees

30,574

44,873

Insurance

17,770

15,818

New Property Investigation Costs

44,090

228,289

Office and Administration

20,470

24,569

Office Rentals

9,973

39,439

Press Releases

22,584

5,932

Printing and Mailout

8,024

1,000

Professional Fees

10,386

18,621

Promotion and Shareholder Relations

1,627

1,445

Salaries and Benefits

146,147

105,102

Telephone and Fax

7,436

5,748

Transfer Agent and Listing

8,395

12,331

Travel and Accommodation

       7,025

        8,140

 

352,788

523,499

   

OTHER (INCOME) EXPENSE

  

(Interest Earned), Net of Expense

(515)

(234)

Gain on Sale of Short-term Investment

(2,527)

(9,015)

Foreign Exchange (Gain) Loss

       94,278

       39,646

 

       91,236

       30,397

   

NET LOSS FOR THE PERIOD

444,024

553,896

DEFICIT, BEGINNING OF PERIOD

20,847,335

19,230,971

DEFICIT, END OF PERIOD

21,291,359

19,784,867

Basic and diluted loss per share

.01

.01

Weighted average shares outstanding

82,591,109

80,502,496


 


      



Unaudited – Prepared by Management













Tan Range Exploration Corporation

Consolidated Statement of Changes in Financial Position

For the Three Months Ended November 30, 2004 and 2003



 

November 30, 2004

$

November 30, 2003

$

Cash provided from (used for)

  
   

Operating activities

  

Loss for the period

(444,024)

(553,896)

Items not affecting cash:

  

       Amortization

12,544

10,192

   

       Gain on sale of Short-term investment

(2,527)

(9,015)

   

Change in non-cash working capital items

  

       Accounts Receivable

17,005

21,979

        Prepaid expenses

(15,719)

(11,777)

       Accounts Payable

     61,224

    (129,548)

 

6 2,510

(119,346)

 

(37 1,497)

(672,065)

   

Investing Activities

  

Mineral properties and deferred exploration

(45 7,953)

(161,344)

Short term investments

417,728

(60,923)

Capital asset (additions) disposals, net

     (34,373)

      (12,229)

 

(7 4,598)

(234,496)

   

Financing Activities

  

Share capital issued

      634,600

     526,300

 

    634,600

     526,300

   

NET INCREASE (DECREASE) IN CASH

188,505

(380,261)

CASH BEGINNING OF PERIOD

1,067,448

1,550,072

CASH END OF PERIOD

1,255,953

1,169,811


Unaudited – Prepared by Management










Tan Range Exploration Corporation

Summary of Note Disclosure to the Consolidated Financial Statements

For the Three Months Ended November 30, 2004 and 2003

(Unaudited)



1.

Nature of operations


The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain mineral deposits that are economically recoverable. The continued operations of the Company and the recoverability of the amounts shown for mineral properties and related deferred costs are dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, the ability of the Company to obtain necessary financing to explore and develop, and upon future profitable production or proceeds from disposition of the mineral properties. The amounts shown as deferred expenditures and property acquisition costs represent net costs to date, less amounts recovered, amortized and/or written off, and do not necessarily represent present or future values.


2.

Significant accounting policies

These interim consolidated financial statements of Tan Range Exploration Corporation (the “Company”) have been prepared by management, and have not been audited or reviewed by an independent public accountant.  These interim consolidated financial statements do not include all disclosures required by Canadian generally accepted accounting principles for annual financial statements, and accordingly, these interim consolidated financial statements should be read in conjunction with the Company’s most recent annual consolidated financial statements.  These interim consolidated financial statements follow the same accounting policies and methods of application as the Company’s audited annual consolidated financial statements as at and for the year ended August 31, 2004.

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








- 1 -





Tan Range Exploration Corporation

Consolidated Statement of Mineral Properties and

Deferred Exploration and Development Cost

For the Three Months Ended November 30, 2004 and

Year Ended August 31, 2004  

3 .

Mineral properties and deferred exploration and development costs:

The continuity of expenditures on mineral properties is as follows:

  

Itetemia Project (a)

Luhala

Project (b)

Kigosi (c)

Lunguya (d)

Kanagele (e)

Tulawaka (f)

Ushirombo (g)

Mbogwe (h)

Biharamulu (i)

Other (j)

Total

        
             
 

Balance, August 31, 2002

7,288,200 

2,498,293 

1,072,516 

2,177,768 

785,565 

1,424,545 

1,330,002 

984,190 

679,869 

311,607 

18,552,555 

 

Exploration expenditures:

           
 

Camp, field supplies and travel

2,512 

3,747 

1,223 

15,687 

218 

42 

24,275 

2,770 

1,659 

6,172 

58,305 

 

Exploration and field overhead

(143)

33,543 

6,240 

182,437 

52,319 

185,825 

66,311 

36,418 

17,743 

149,041 

729,734 

 

Geological consulting and field wages

22 

314 

6,510 

47,786 

1,234 

5,376 

130 

278 

397 

62,047 

 

Geophysical and geochemical

13,910 

2,814 

3,298 

80,985 

8,465 

24,619 

16,421 

1,896 

34,623 

187,031 

 

Property acquisition costs

40,519 

36,183 

6,900 

12,501 

57,850 

153,953 

 

Parts and equipment

1,454 

1,875 

2,937 

6,266 

 

Trenching and drilling

122,563 

16,393 

138,956 

 

Option payments received

(11,410)

(56,974)

(44,419)

(11,410)

(60,752)

(184,965)

 

Reclassifications

371,411 

4,270 

(371,411)

(4,270)

  

4,891 

80,937

424,865 

450,912 

69,136 

133,163 

(293,374)

60,722 

(26,675)

246,750 

1,151,327 

  

7,293,091 

2,579,230 

1,497,381 

2,628,680 

854,701 

1,557,708 

1,036,628 

1,044,912 

653,194 

558,357 

19,703,882 

 

Write-offs

(729,309)

(35,342)

(106,386)

(10,744)

(149,655)

(1,031,436)

             
 

Balance, August 31, 2003

6,563,782 

2,579,230 

1,497,381 

2,593,338 

854,701 

1,557,708

930,242 

1,044,912 

642,450 

408,702 

18,672,446 

 

Exploration expenditures:

           
 

Camp, field supplies and travel

13,967 

5,528 

3,406 

1,098 

2,259 

21,386 

47,644 

 

Exploration and field overhead

168,588 

39,175 

129,371 

101,526 

56,643 

52,614 

41,485 

28,182 

348,888 

985,189 

 

Geological consulting and field wages

18,717 

1,274 

(21,113)

(19,839)

 

Geophysical and geochemical

4,813 

3,986 

60,625 

73,524 

2,598 

16,065 

2,288 

5,244 

91,976 

261,119 

 

Property acquisition costs

50,546 

21,706 

274 

164,833 

237,359 

 

Parts and equipment

108 

109 

217 

 

Trenching and drilling

1,095 

1,095 

 

Option payments received

(17,496)

(58,811)

(88,926)

(123,275)

(17,496)

(25,930)

(331,934)

 

Reclassifications

286,762 

(286,762)

  

1,221 

240,391 

271,112 

195,524 

200,162 

(29,685)

(340,260)

26,277 

10,029 

606,079 

1,180,850 

             
 

Balance, August 31, 2004

$  6,565,003 

$  2,819,621 

$  1,768,493 

$  2,788,862 

$  1,054,863 

$  1,528,023 

$   589,982 

$  1,071,189 

$  652,479 

$  1,014,781 

$  19,853,296

 

Exploration expenditures:

 

 

 

        
 

Camp, field supplies and travel

4428

15585

20013

 

Exploration and field overhead

84944

5533

1102

2423

5762

4491

5036

  -38584

106338

177045

 

Geological consulting and field wages

0

 

Geophysical and geochemical

5626

48668

22341

36

652

623

1454

60574

139974

 

Property acquisition costs

17271

 

18898

12602

30261

79032

 

Parts and equipment

4842

9

4851

 

Trenching and drilling

51241

5 1241

 

Option payments received

-14203

-38584

-14203

 

Reclassifications

0

 

 

                           -   

                151,081

               22,804

                 49,770

                43,662

                   4,197

                   5,143

                  5,659

              (37,130)

              212,767

507,953

 

Balance, November 30, 2004

$    6,565,003

 $ 2 ,970 ,702

 $   1,791,297

 $   2,838,632

 $   1,098,525

 $   1,532,220

 $      595,125

 $   1,076,848

 $      615,349

 $   1,227,548

 $ 20,311,249




- 2 -



Tan Range Exploration Corporation

Summary of Note Disclosure to the Consolidated Financial Statements

For the Three Months Ended November 30, 2004 and 2003

(Unaudited)


 



4.

Share Capital


Share Capital


    Number


Amount ($)

Balance at August 31, 2004

82,464,037

42,145,471

Issued for cash

415,011

500,000

Subscriptions received

-

125,000

Issued on exercise of stock options

       10,000

         9,600

Balance at November 30, 2004

82,889,048

42,780,071




5.

Options Outstanding



Type of Security


Number of Shares


Exercise Price

Options

50,000

$0.50

January 19, 2005

Options

15,000

$0.51

August 7, 2006

Options

400,000

$0.79

May 3, 2007

Options

  50,000

$0.83

June 20, 2007

 

515,000

  





- 3 -






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Management’s Discussion and Analysis

For Tan Range Exploration Corporation (the “Company”)

of Financial Condition and Results of Operation

Three months ended November 30, 2004

(In Canadian Dollars)






Overall Performance


As of November 30 , 2004 the Company had Current Assets of $1,837,591 as compared to $2,065,573 on August 31 , 2004 . Current Assets included a deposit of $482,069 that was advanced for the commissioning of a new drill rig. After becoming fully operational, the drill rig will constitute a fixed asset. Deferred Exploration Costs amounted to $20,311,249 which includes $457,953 (net) invested this quarter . The Company received $52,787 from its option partners for reimbursement of fees and as option payments during the quarter .


The Company has financed its operations and investments through the issuance of common shares in the amount of $509,6 00 (425,011 shares)  for the quarter ending November 30, 2004 and $651,300 (801,098 shares) in the quarter ending November 30, 2003. An additional $125,000 has been received from the Company’s Chairman and CEO, James E, Sinclair, for shares not issued before the end of the quarter.



Selected Financial Information


 

Aug 31, 2002

Aug 31, 2003

Aug 31, 2004

Nov 30, 2004

Total Revenues

0

0

0

 

Net Loss for the period

(1,343,958)

(3,014,778)

(1,616,364)

(444,024)

Basic and diluted loss per share

(0.02)

(0.04)

(0.02)

(0.01)

Total assets

20,912,060

21,424,565

22,092,373

22,344,173

Total Long Term Financial Liabilities

0

0

0

0

Cash dividends declared per share

0

0

0

0



Results of Operations


The operating loss for the first quarter ending November 30, 2004 was $444,024 compared to $553,896 for the comparable period in 2003 .


The most significant changes in expenditures were the reduction in spending on investigating new properties of $180,199 given that the current year ’s focus is on exploring properties already acquired; lower office rental expense of $ 29,466 due to the reduction in our Vancouver office space; and the increase in salaries and benefits of $41,045 due to an increase in staffing necessary to perform the biogeochem protocol.






- 3 -






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This quarter’s foreign exchange loss of $94,278 included $42,842 of currency translation adjustments which is a result of converting fixed assets, deferred mineral property expenses and certain liabilities of our subsidiaries from Tanzanian shillings to the Canadian dollar at the appropriate historical weighted average conversion rate. The significant weakening of the Tanzanian shilling produced the need for a translation adjustment given its depreciation from 555 shillings to the Canadian dollar five years ago to 883 today.   


Summary of Quarterly Results (unaudited)


 

2004

November

2003

November

2004

August

2003

August

2004

May

2003

May

2004

February

2003

February

Total Revenues

$0

$0

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

Net Loss

(444,024)

(553,896)

(320,487)

(1,484,551)

(379,596)

(727,367)

(362,385)

(349,908)

Basic and diluted loss per share

$0.01

$0.01

$0 .004

$0 .019

$0 .005

$0 .009

$0 .004

$0 .005


There are two primary reasons for fluctuations in quarterly operating results. If a property is deemed not to be of economic interest, it results in a write-off of the deferred exploration cost which can result in a large one-time loss. This explains the variation experienced in the quarter ending August 2003.  Another cause for quarterly fluctuations is the amount of new property investigations in a given quarter. Exploration costs associated with investigating properties are not deferred but rather are expensed as incurred.


Liquidity


Because the Company does not currently derive any production revenue from operations, its ability to conduct exploration and development on properties is largely based upon its ability to raise capital by equity funding. Throughout the quarter , the C ompany raised $500, 000 by issuing 415,011 shares in privately placed tranches with Mr. Sinclair. In addition, another $125,000 has been received from Mr. Sinclair for shares not issued before the close of the quarter.


As of November 30 , 2004 the Company’s working capital position was $1,629 ,695 as compared to $1,918,901 on August 31, 2004 .  The Company feels confident that it will continue to be able to raise capital through private placements with its Chairman and CEO at an anticipated rate of $125,000 per month. Also, as the Company’s mineral properties advance under various exploration agreements, rental payment accruals could increasingly play a role in funding exploration activities for our own account.


In addition to receiving funding through the issuance of shares, the Company receives funds from its joint venture partners in the form of option payments. In fiscal 2004, the Company received a total of $331,934 in option payments. For the latest quarter, option payments amounted to $14,203 while another US $270,000 was received in option payments after the quarter ended.







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Capital Resources


The Company has purchased a drill rig and has made an initial payment of $482,069.  In addition, t he Company is committed to paying Rand $1,435,950 to finalize the purchase which at a conversion rate of .20966 amounts to $301,061.


The Company acquires gold or other precious metal concessions through its own efforts or through the efforts of its subsidiaries.  All of the Company’s concessions are located in Tanzania.

For each concession granted in Tanzania under a prospecting or a reconnaissance licence, the Company is required to carry out a minimum amount of exploration work before a mining licence can be granted for further development. There are no set work requirements to keep the concessions in good standing .  A prospecting licence is issued for a period of up to three years and renewable two times for a period up to two years each.  At each renewal at least 50% of the area is relinquished.  A reconnaissance licence is issued for one year and renewed for a period not exceeding a year.  All prospecting licences are granted subject to an annual rental fee of not more than U.S. $30 per square kilometer payable to the government of Tanzania, a minimum exploration work commitment, and employment and training of Tanzanians.  In addition, the government of Tanzania imposes a royalty on the gross value of all production at the rate of 3% of all gold produced.



Off-Balance Sheet Arrangements


There are no o ff-b alance sheet arrangements.


Transactions with Related parties


During the quarter ended November  30 , 2004, $6,755 was paid or payable by the Company to existing directors and a former director for consulting fees. Directors were paid $21,250 in fees. The Company expects to continue paying directors and officers consulting and directing fees at a similar level.


Changes in Accounting Policies including Initial Adoption


There have been no changes in accounting policies which effect the November 30, 2004 consolidated financial statements.


Critical Accounting Estimates


The Company’s most critical accounting estimate relates to the write-off of exploration licenses and costs. Management assesses impairment of its exploration prospects regularly. If an impairment results, the capitalized costs associated with the related project or area of interest are charged to expense.


Included in the accounts payable and deferred exploration cost is an estimate for the drilling work performed on the Luhala project.  Invoices have not been received for the work performed there but an accrual of $50,000 has been made as an estimate for invoices to be received.







- 5 -






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Disclosure of Outstanding Share Data


As at the date of this MD&A, there were 82,986,098 common shares outstanding. In addition, there were 515,000 director and employee stock options outstanding at an average weighted price of $0.76. The Company had no share purchase warrants outstanding.  


Financial Instruments and Other Instruments


The Company’s financial assets and liabilities consist of cash and cash equivalents, short-term investments, other receivables and accounts payable and accrued liabilities.  The fair value of the Company’s financial assets and liabilities is estimated to approximate their carrying value.


Exploration Highlights


  • Luhala Project Area


During September, the Company completed an RC drilling program on its Luhala gold property, approximately 70 kilometers south of Mwanza, Tanzania. This 100% owned property hosts a large gold mineralized system that was never fully evaluated in the past.


Drilling began in late summer with 14 RC drill holes testing a large surface gold-in-soil geochemical anomaly that was identified in earlier phases of exploration. In total, three individual target areas were tested at Luhala with several holes terminating in significant gold mineralization as indicated in the following tables:


Kisunge West Zone

Hole No.

From

To

Intercept Length

Grade

g/t

LRC-19

0

40

40

2.4

including

30

38

8

4.5

LRC-20

2

41

39

1.7

including

28

35

7

3.9

 

57

60

3

1.1

 

65

70

5

1.3 (end of hole)

LRC-21

26

40

14

1.8

including

33

37

4

2.7

 

62

66

4

1.1

LRC-22

46

58

12

0.9

LRC-25

10

46.5

36.5

1.1

including

28

34

6

2.1







- 6 -






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Kisunge Central Zone

Hole No.

From

To

Intercept Length

Grade

g/t

LRC-23

1

13

12

1.4

including

5

9

4

3.3

including

23

25

2

1.1 (end of hole)

LRC-26

3

11

8

4.4

LRC-27

11

19

8

1.9

including

13

17

4

3.0

LRC-28

2

8

6

1.3

 

20

34

14

1.3

including

26

29

3

2.1


Kisunge East Zone

Hole No.

From

To

Intercept Length

Grade

g/t

LRC-24

52

56

4

3.3 (end of hole)

LRC-29

44

49

5

0.85


The discovery has the geological signature of a stratabound, shear-hosted, gold deposit and exhibits good correlation between the higher grade zones identified to date.   


Deeper testing of the various drill targets, including the holes that bottomed in gold mineralization, was precluded by the limited depth capacity and mechanical availability of the RC drill rig which was only able to drill efficiently to approximately 50 meters.


The shallow dipping nature of the discovery suggests that the gold-bearing oxide zone has considerable potential down dip and along strike, a hypothesis that will be tested in 2005 with the Company's new drill rig which will have better mechanical availability and greater depth capacity.


  • Other


A trenching program was completed in the Shinyanga Project Area and 212 samples were collected and submitted for gold analysis. In one trench, seven 2m trench channel zones of anomalous gold were intersected with the following values: 14.6g/t, 2.33g/t, 1.39g/t, 0.68g/t, 0.66g/t, 0.53g/t, 0.43g/t.


Within the 14.57g/t zone, two quartz veins were individually sampled: a 15 cm vein returned 2 values of 62.25g/t and 51.41g/t respectively and a smaller 8cm vein gave a value of 18.50g/t.


Kimberlite indic ator mineral grains were identified in the Mbogwe, Kanegele and Geita project areas after which adjoining ground was selected for follow-up. Visual results from the Mbogwe project area subsequently indicated the presence of kimberlitic grains from ilmenite, chromite and garnets.  Further analysis of these grains is under way.


Areas with known indicator grains from previous exploration work conducted by De Beers were re-sampled on one licence in the Kanagele Project Area, confirming their historical presence.







- 7 -






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Risk Factors


The Company is subject to a number of extraneous risk factors over which it has no

control. These factors are common to most exploration companies and include, among

others: project ownership and exploration risk, depressed equity markets and related

financing risk, commodity price risk, fluctuating exchange rates, environmental risk,

insurance risk and sovereign risk.


Cautionary Note Regarding Forward-Looking Statements


Certain statements contained in the foregoing Management’s Discussion and Analysis

and elsewhere constitute forward-looking statements. Such forward-looking statements

involve a number of known and unknown risks, uncertainties and other factors which

may cause the actual results, performance or achievements of the Company to be

materially different from any future results, performance or achievements expressed or

implied by such forward-looking statements. Readers are cautioned not to place undue

reliance on these forward-looking statements, which speak only as of the date the

statements were made, and readers are advised to consider such forward-looking

statements in light of the risk set above.


Additional Information


Additional information about the company and its business activities is available on

SEDAR at www.sedar.com.



January 10, 2004





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FORM 52-109FT2

CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD



I, James E. Sinclair, Chairman and CEO of Tan Range Exploration Corporation certify that:


1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Tan Range Exploration Corporation, (the “issuer”) for the interim period ending November 30, 2004;


2.

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


3.

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



January 12, 2005



“James E. Sinclair”


James E. Sinclair, Chairman & CEO






- 9 -





FORM 52-109FT2

CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD


I, Victoria M. Luis, Director and CFO of Tan Range Exploration Corporation certify that:


1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Tan Range Exploration Corporation, (the “issuer”) for the interim period ending November 30, 2004;


2.

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


3.

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




January 12, 2005




“Victoria M. Luis”


Victoria M. Luis, Director & CFO