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: April 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 Second Quarter Financial Statements, Management Discussion and Analysis and CEO and CFO Certifications, for the period ended February 28, 2005.


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:   April 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 and Six Months Ended February 28, 2005 and February 29, 2004




Unaudited

Prepared by Management

Vancouver, B.C.







Tan Range Exploration Corporation

Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2005 and February 29, 2004





Notice


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











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Tan Range Exploration Corporation

Consolidated Balance Sheet

As at February 28, 2005 and August 31, 2004


(in Canadian Dollars)


ASSETS

February 2 8 , 200 5

August 31,2004

Current Assets

        $

   $

Cash and Short Term Deposits

1,049,490

1,067,448

Investments

-

415,201

Accounts and Other Receivables

54,996

61,035

Prepaid Expenses

     49,154  

    521,889

 

1,153,640

2,065,573

Mineral Properties and Deferred Exploration Costs (note 3)

19,181,430


19,853,296

Plant and Equipment

     994,809

     173,504

 

21,329,879

22,092,373

LIABILITIES

  

Current Liabilities

  

Accounts Payable and Accrued Liabilities

169,336

146,672

Interim Loan Facility

213,751

-

   

Future Income taxes

647,565

647,565

   

SHAREHOLDERS’ EQUITY

  

  Share Capital (note 4)

43,055,071

42,145,471

   Share s ubscriptions r eceived

305,945

-

  Deficit

(23,061,789)

(20,847,335)

 

   20,299,227  

   21,298,136

 

   21,329,879

   22,092,373


See Accompanying Notes to the Unaudited Consolidated Financial Statements




“James Sinclair”                             

, Director


“Victoria Luis”                                

            , Director




Unaudited – Prepared by Management








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Tan Range Exploration Corporation

Consolidated Statements of Operations and Deficit

For the Three and Six Months ended February 28, 2005 and February 29, 2004

(in Canadian Dollars)


 

    Three months ended

      February 28

 Six months ended

  February 28

 

        2005

    2004

     2005

 2004

 

        $

     $

       $

   $

EXPENSES

    

Annual General Meeting

27,584

18,215

30,084

21,216

Depreciation

7,526

13,348

20,070

23,539

Capital Tax

-

-

3,243

-

Consulting and Management Fees

52,035

20,888

82,609

65,761

Insurance

19,977

16,336

37,747

32,153

Membership, Courses & Publications

516

  -   

516

-

New Property Investigation Costs

33,107

146,258

77,197

374,546

Office and Administration

25,581

21,695

46,051

46,264

Office Rentals

26,284

14,873

36,257

54,313

Press Releases

11,627

2,959

34,211

8,891

Printing and Mailout

22,999

16,349

31,023

16,349

Professional Fees

66,956

35,379

77,342

54,000

Promotion and Shareholder Relations

1,513

3,919

3,140

5,363

Salaries and Benefits

182,956

136,490

329,103

241,591

Telephone and Fax

6,756

7,699

14,192

13,448

Transfer Agent and Listing

16,344

29,207

24,739

41,540

Travel and Accommodation

14,068

4,601

21,093

12,741

Training

     18,847

      12,032

       18,847

      12,032

 

534,676

500,248

887,464

1,023,747

     

LESS:  EXPENSE RECOVERIES

               -

      43,809

                 -

     43,809

 

534,676

456,439

887,464

979,938

OTHER (INCOME) EXPENSE

    

Property Write-Off (note 3)

1,238,455

-

1,238,455

-

Gain on sale of short term investments

-

(4,479)

(2,527)

(13,494)

Gain on sale of plant and equipment

(1,122)

-

(1,122)

-

Interest Expense (Income), net

1,637

(12,727)

1,122

(12,961)

Foreign Exchange Loss (Gain)

      (3,216)

    (76,848)

      91,062

   (37,202)

 

1,235,754

(94,054)

1,326,990

(63,657)

     

NET LOSS FOR THE PERIOD

1,770,430

362,385

2,214,454

916,281

DEFICIT, BEGINNING OF PERIOD

21,291,359

19,784,867

20,847,335

19,230,971

DEFICIT, END OF PERIOD

23,061,789

20,147,252

23,061,789

20,147,252

     

Basic and diluted loss per share

($0.021)

($0.004)

($0.027)

($0.011)


See Accompanying Notes to the Unaudited Consolidated Financial Statements

Unaudited – Prepared by Management








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Tan Range Exploration Corporation

Consolidated Statement of Cash Flows

For the Three and Six Months ended February 28, 2005 and February 29, 2004

(in Canadian Dollars)


 

Three months ended

February 28

Six months ended

February 28

 

     2005

     2004

     2005

     2004

 

   $

    $

   $

     $

Cash provided from (used in)

    

Operating activities

    

Loss for the period

(1,770,430)

(362,385)

(2,214,454)

(916,281)

Items not affecting cash:

    

  Write off of Mineral Properties

1,238,455

-

1,238,455

-

  Depreciation

         7,526

      13,348

      20,070

      23,539

     

Gain on sale of plant and equipment

(1,122)

-

(1,122)

-

Gain on Sale of Short-term Investments

                 -

      (4,479)

       (2,527)

   (13,494)

 

(525,571)

(353,516)

(959,578)

(906,236)

Change in non-cash working capital items:

    

  Accounts and Other Receivables

(10,966)

(33,472)

6,039

(11,492)

  Prepaid Expenses

3,454

3,977

(12,265)

(7,800)

  Accounts Payable

    (38,560)

   (73,617)

      22,664

    (203,166)

 

(571,643)

(456,628)

(943,140)

(1,128,694)

     

Investing Activities

    

Mineral properties and deferred exploration, net

(108,636)

50,334

(566,589)

(111,010)

Proceeds on sale of short term investments

-

75,509

417,728

14,586

Plant and Equipment (additions) disposals, net

  (107,129)

   (31,091)

  (141,502)

    (43,319)

 

(215,765)

94,752

(290,363)

(139,743)

     

Financing Activities

    

Share capital issued

275,000

1,435,000

909,600

1,961,300

Share subscriptions received

     305,945

               -

    305,945

              -

 

     580,945

 1,435,000

1,215,545

1,961,300

NET INCREASE (DECREASE) IN CASH

(206,463)

 1,073,124

(17,958)

    692,863

CASH BEGINNING OF PERIOD

1,255,953

 1,169,811

1,067,448

 1,550,072

CASH END OF PERIOD

1,049,490

2,242,935

1,049,490

2,242,935

     

Supplemental Information:

Plant and equipment acquired by way of

Interim loan facility, being a non-cash transaction



  213,751



            --



  213,751



             --


See Accompanying Notes to the Unaudited Consolidated Financial Statements


Unaudited – Prepared by Management








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Tan Range Exploration Corporation

Notes to the Unaudited Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2005 and February 29, 2004

(in Canadian Dollars)


1.

Nature of operations


Tan Range Exploration Corporation (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 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, except as noted below.

During the three months ended February 28, 2005, the Company acquired a drill rig with a capitalized cost of $781,644.00.  The drill rig has been partially financed by way of a capital lease.  Property under capital lease is initially recorded at the present value of minimum lease payments at the inception of the lease.  Amortization has not commenced on drill rig as it has yet to be put in to use.

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








Tan Range Exploration Corporation

Consolidated Statement of Mineral Properties and

Deferred Exploration and Development Cost

For the Six Months Ended February 28, 2005 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

348

6,140

1,501 

2,384 

19,003

29,376

 

Exploration and field overhead

194 

156,635 

8,904

3,489

53,388

8,824

6,663

4,160

  4,225

152,710

399,192

 

Geological consulting and field wages

(24,782) 

 

10,819

(13,963)

 

Geophysical and geochemical

5,533

38,786

52,641

35

1,358

612

1,430

122,920

223,315

 

Property acquisition costs

16,985

 

24,658

12,394

128,380

182,417

 

Parts and equipment

4,762

10

4,772

 

Trenching and drilling

41,662

41,662

 

Option payments received

(121,261)

(24,782) 

(154,139)

(300,182)

  

(24,240)

214,732

36,708

42,275

132,188

(100,008)

10,405

(20,010)

(148,484)

423,023

566,589

 

Write-offs

  (623,466)

                -

                -

                -

                -

                -

   (103,305)

   (214,188)

     (57,707)

   (239,789)

 (1,238,455)

 

Balance, February 28, 2005

$5,917,297

$3,034,353

$1,805,201

$2,831,137

$1,187,051

$1,428,015

$    497,082

$    836,991

$    446,288

$ 1,198,015

$19,181,430


Unaudited - Prepared by Management







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Tan Range Exploration Corporation

Summary of Note Disclosure to the Consolidated Financial Statements

For the Six Months Ended February 28, 2005 and February 29, 2004

(in Canadian Dollars)

(Unaudited)


4.

Share Capital


Share Capital


     Number


Amount ($)

Balance at August 31, 2004

82,464,037

42,145,471

Issued for cash

743,348

875,000

Issued on exercise of stock options

       60,000

       34,600

Balance at February 28, 2005

83,267,385

43,055,071




5.

Options Outstanding


Type of Security


Number of Shares


Exercise Price


       Expiry Date

Options

1 5,000

$0.51

August 7, 2006

Options

400,000

$0.79

May 3, 2007

Options

   50,000

$0.83

June 20, 2007

 

465 ,000

  








Unaudited – Prepared by Management











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Management’s Discussion and Analysis

For Tan Range Exploration Corporation (the “Company”)

of Financial Condition and Results of Operation

Six months ended February 28, 2005

(In Canadian Dollars)








Overall Performance




As of February 28, 2005  the Company had Current Assets of $1, 153 , 640 as compared to $ 2,065, 573 on August 31 , 200 4 .  Deferred Exploration Costs amounted to $19 , 181 , 430 which includes $566 , 589 (net) invested during the six months ended February 28, 2005 year and a write-off of $1,238,455. The Company received $300 , 182 from its option partners for reimbursement of fees and as option payments during the six months ended February 28, 2005.  The Capital Assets of the Company have grown from $173,504 as of August 31, 2004 to $994,809 as of February 28, 2005. The increase is primarily due to the acquisition of a drill rig with support vehicle and a new truck.  A portion of the drill rig was financed with an interim loan facility for $213,751.  This interim loan facility will be converted into a capital lease upon entry of the drill into Tanzania.



The Company has financed its operations and investments through the issuance of common shares in the amount of $909 , 600 ( 803,348 shares)  for the six months end ed February 28, 2005. An additional $ 305 , 945 has been received from the Company’s Chairman and CEO, James E, Sinclair, for shares not issued before the end of the quarter. The Chairman has indicated his intention to continue pre payments on his private placement commitment as interest free loans to the C ompany .



Selected Financial Information


 

August 31 2002

August 31 2003

August 31 2004

February 28 2005

Total Revenues

0

0

0

0

Net loss for the period

(1,343,958)

(3,014,778)

(1,616,364)

(2,214,454)

Basic and diluted loss per share

(0.02)

(0.04)

(0.02)

(.027)

Total Assets

20,912,060

21,424,565

22,092,373

21,329,879

Total long term financial liabilities

0

0

0

213,751

Cash dividends declared per share

0

0

0

0






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Results of Operations


The operating loss for the six months ended February 28 , 2005 was $2,214,454 compared to $ 916,281 for the comparable period in 200 4.


 The largest component of the loss was a write-off of $1,238,455 for sixteen properties determined to be of no economic interest.  Each project group may contain several licenses.  The determination that one license in the project should be written-off and returned to the ministry does not have positive or negative implications to other licenses within the project.   The nature of the C ompany’s business plan is to seek royalty income and pre-royalty return of expenses income. As a result of this business plan , investors should be prepared for changes in mineral license inventory. The process will include acquisition and condemnation on an ongoing basis.  The Company’s land portfolio now holds 139 licenses.  


Subtracting the write-off from the net loss would result in a net loss before write-off of $975,999 for the period ended February 28, 2005 which is comparable to the loss of $916,281 for the six month period ended February 28, 2004. The Company has increased spending on wages from $241,591 for the period ended February 28, 2004 to $329,103 due to an increase in the number of Tanzania employees and to bring Tanzania management salaries to competitive levels.  Legal fees have increased from $54,000 for the period ended February 28, 2004 to $77,342 for the period ended February 28, 2005.  Much of the increase in legal fees can be attributed to fees associated with filing a patent for the biogeochemical process. The heightened expenses are offset by a decrease in spending for new property acquisitions from $374,546 in the period ended February 28, 2004 to $77,197 for the period ended February 28, 2005.


The operating loss for the three months ended February 28, 2005 was $1,770,430 compared to $362,385 for the comparable three month period in 2004.  Subtracting the mineral property write-off of $1,238,455 from the net loss would result in a net loss before write-off of $531,975 for the three months ended February 28, 2005 which compares to the loss of $362,385 for the three months ended February 28, 2004.  Overall expenses were up for this three month period in 2005 versus 2004.  Traditionally this three month period is operationally slow due to the holidays in December.  In anticipation for the arrival of the drill the Tanzanian team returned from the holiday break and began work in the field earlier this year than in 2004.   The Company has increased spending on wages from $136,490 for the three months ended February 28, 2004 to $182,956 due to an increase in the number of Tanzania employees and to bring Tanzania management salaries to competitive levels.  Legal fees have increased from $35,379 for the period ended February 28, 2004 to $66,956 for the three month period ended February 28, 2005.  Much of the increase in legal fees can be attributed to fees associated with filing a patent for the biogeochemical process. The heightened expenses are offset by a decrease in spending for new property








[tanrange018.gif]

acquisitions from $146,258 in the period ended February 28, 2004 to $33,107 for the period ended February 28, 2005.


Summary of Quarterly Results (unaudited)


 

2005

February 28

2004

February 29

2004

November 30

2003

November 30

2004

August 31

2003

August 31

2004

May 31

2003

May 31

Total Revenues

$0

$0

$0

$0

$ 0

$ 0

$ 0

$ 0

Net Loss

(1,770,430)

(362,385)

(444,024)

(553,896)

(320,487)

(1,484,551)

(379,596)

(727,367)

Basic and diluted loss per share

$0.021

$0.004

$0.01

$0.01

$0 .004

$0 .019

$0 .005

$0 .009


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 condem na tion write-off of the deferred exploration cost which can result in a large one-time loss. This explains the variation experienced in the quarters ending August 2003 and February 2005.  Another cause for quarterly fluctuations is the amount of new property investigations in a given quarter. Exploration costs associated with new property investigations are not deferred but rather are expensed as incurred.


Liquidity and Capital Resources


Because the Company does not currently derive any production revenue from operations but does receive pre - royalty payments as repayment of expenses , 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 $875 , 000 by issuing 743,348 shares in privately placed tranches with Mr. Sinclair. In addition, another $ 305 , 945 has been received from Mr. Sinclair for shares not issued before the close of the quarter. The Chairman has indicated his intention to continue the procedure of prepayment of the private placement obligation without interest or any other consideration .


As of February 28, 2005 the Company’s working capital position was $770,553 as compared to $ 1,918,901 on August 31, 200 4 .  The Company has secured an Interim Loan Financing which is to be converted into a Capital Lease once the drill rig is accepted into Tanzania.  This Interim Loan Financing has caused working capital to be reduced by $213,751.  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 $375,000 per quarter. 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.








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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 license , the Company is required to carry out a minimum amount of exploration work before a mining license can be granted for further development. There are no set work requirements to keep the concessions in good standing .  A prospecting license is issued for a period of up to three years and is renewable two times for a period up to two years each.  At each renewal at least 50% of the area is relinquished.  A reconnaissance license 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 period ended February 28, 2005, $4 , 44 5 was paid or payable by the Company to existing directors . Directors were paid $44 , 236 in fees. The Company expects to continue paying directors and officers consulting and directing fees at a similar level.  Also during the period, $35,001 was paid to the law firm of a director of the Company for legal fees incurred with respect to various matters on behalf of the Company.








Changes in Accounting Policies including Initial Adoption


There have been no changes in accounting policies which effect the February 25, 2005 consolidated financial statements.


Critical Accounting Estimates


The Company’s most critical accounting estimate relates to the determination of impairment and 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.








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Disclosure of Outstanding Share Data


As at the date of this MD&A, there were 83,267,385 common shares outstanding. In addition, there were 465,000 director and employee stock options outstanding at an average weighted price of $0.785 . 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, accounts payable and accrued liabilities and interim loan facility.  The fair value of the Company’s financial assets and liabilities is estimated to approximate their carrying value.


Exploration Summary


Gold Exploration


Exploration activities during the report period focused on two commodities, gold and diamonds.  Of particular significance was the Reverse Circulation (RC) drilling program on the Company’s Luhala Project from which significant gold values were reported. An intensive follow-up program is planned for Luhala in 2005.


The shallow, 14-hole drill program at Luhala completed in September 2004 was designed to validate a new structural model for a large surface gold-in-soil geochemical anomaly that was identified earlier on the property. This model is similar to that used at AngloGold Ashanti's 4.3 million ounce (proven)


Geita deposit where low angle reverse faulting appears to be the dominant control for gold mineralization.


In total, three individual target areas were tested, with several holes terminating in economically significant gold mineralization. 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 drill rig. Among the more significant intercepts reported in the program were: 40 metres grading 2.4 g/ton gold in the Kisunge West Zone; 8 metres averaging 4.48 g/t gold in the Kisunge Central Zone; and 4 metres grading 3.3 g/t gold in the Kisunge East Zone.


In preparation for the 2005 drill program on the Luhala Project, all RAB, RC, DDH holes and trenches were re-logged, areas with complex geology were ground-proofed and a geological interpretation map was produced. Drill roads and pads have been prepared for approximately 4,000 metres of drilling (50 holes).








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A sampling program was initiated in late 2004 on the Kibara Project in the Nyakona Hill area where several gold anomalies were previously recognized in a regional sampling program. A total of 12 grab samples, mostly surface float, were submitted for analysis, some of which showed visual signs of copper mineralization. The samples returned impressive values for gold and copper including 3.4 g/t gold and 6.6% copper; 3.33 g/t gold and 18.15% copper; 3.27 g/t gold and 5.7% copper; 2.8 g/t gold and 17.15% copper; 2.2 g/t gold; and 1.45 g/t gold and 1.25% copper.


The gold occurrence on Nyakona Hill appears to be structurally-hosted, while the copper-gold association is similar to that of Barrick's Bulyanhulu mine and the Chocolate Reef deposit, both of which are located in the Lake Victoria greenstone belt.


In September 2004, four trenches were excavated on a large regional soil anomaly on the Manghongo prospecting license in the Shinyanga Project Area; this anomaly is some four kilometres long by one kilometre wide and is open to the west where it disappears under overburden. One of the trenches intersected an alternating sequence of metabasalt and metadiorite with a strong foliation and quartz veining along the contact zones. The trench was subsequently re-sampled and returned several good grade gold intersections including: 10.3 g/t gold over a 15 cm quartz vein; 10.3 g/t gold over an 8 cm quartz vein and 1.02 g/t gold over 0.5 m in basalt.


In November 2004 Barrick Gold returned the Itetemia and Katente mineral licenses to the Company both of which are situated in the Lake Victoria gold district. Barrick asserted that the gold resources at Itetemia were incompatible with the milling process at its nearby Bulyanhulu process plant, intimating that the resources would likely require development on a stand-alone basis.


Diamond Exploration


Stream sediment sampling and auger drilling programs carried out in the fall of 2004 returned diamond indicator minerals from several properties that will be the subject of follow-up work during the 2005 exploration period.

 

In February 2005 heavy mineral analysis of sample material from the Kanegele project area returned mostly ilmenite diamond indicator minerals. In total, 15 ilmenite grains were picked from one sample site, the highest number collected from a single sampling point to date. The grains appear to be associated with nearby magnetic targets which should simplify follow-up work.








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Drilling Rig


Construction of the Company’s new drill rig was completed by the South African manufacturer and the unit was tested and approved for use prior to shipping to Tanzania.  As of this date, the drill rig is at the Tanzania border and expected to arrive in Mwanza shortly.


New Royalty Agreements


In September 2004 the Company closed Royalty Agreements with Northern Mining Explorations ("Explorations Minières du Nord" or "MDN") on three prospecting licenses in the Lake Victoria Goldfields comprising an area of approximately 70 square kilometres. This agreement represents an extension of the previously announced royalty agreements with MDN covering eight prospecting licenses (696 square kilometers) in the Tulawaka area of Tanzania.




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 .


April 12, 2005








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 February 28, 2005;


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.



April 12, 2005



“James E. Sinclair”


James E. Sinclair, Chairman & CEO








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 February 28, 2005;


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.




April 13, 2005




“Victoria M. Luis”


Victoria M. Luis, Director & CFO