20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

o REGISTRATION STATEMENT PURSUANT TO SECTION 12 (b) OR (g)

OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-50112

PAN AMERICAN GOLD CORPORATION

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant's Name into English)

Ontario, Canada

(Jurisdiction of incorporation or organization)

Suite 605 - 475 Howe Street

Vancouver, British Columbia, Canada V6C 2B3

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Not Applicable

Title of Class

Not Applicable

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)

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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 Registrant's classes of capital or common stock as of the close of the period covered by the annual report.

There were 34,052,039 common shares, without par value, issued and outstanding as of December 31, 2004.

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 period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO

Indicate by check mark which financial statement item the Registrant has elected to follow.

ITEM 17 ____ ITEM 18 X .

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PART I

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this annual report, the terms "we", "us", "our", and "Pan American" mean Pan American Gold Corporation (formerly Tri-Lateral Venture Corporation), unless otherwise indicated. The term "Pan American Nevada" refers to Pan American Gold Corp., a Nevada corporation.

	Unless otherwise indicated, all dollar amounts referred to herein are in Canadian dollars.
ITEM 1		Identity of Directors, Senior Management and Advisers
	Not applicable.
ITEM 2		Offer Statistics and Expected Timetable
	Not applicable.
ITEM 3			Key Information
A.	Selected Financial Data

The selected financial data presented below for the five year period ended December 31, 2004 is derived from our financial statements which were examined by our independent auditor. The information set forth below should be read in conjunction with our audited financial statements (including related notes thereto) and "Operating and Financial Review and Prospects" (Item 5). The data is presented in Canadian dollars.

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Selected Financial Data

(Stated in Canadian Dollars - Calculated in accordance with Canadian GAAP)

Fiscal Year Ended December 31 (Audited)

CANADIAN GAAP	2004	2003	2002	2001	2000
Net Sales or Operating Revenue	-	-	-	-	-
Direct Costs	-	-	-	-	-
Operating Expenses	-	-	-	-	-
Administrative Expenses	$521,421	$102,211	$153,434	$240,000	$85,007
Amortization and Asset Write-down	$554,261	$7,500	-	-	-
Income (Loss) From Operations	($982,572)	($104,375)	($601,974)	($198,310)	($77,410)
Other Income	-	-	-	-	-
Net Income (Loss) from Continuing Operations	-	-	-	-	-
Net Income (Loss) from Discontinued Operations	-	-	-	-	-
Net Income (Loss) for the year	($982,572)	($104,375)	($601,974)	($198,310)	($77,410)
Net Income (Loss) from Operations per Common Share	($0.03)	($0.03)	($0.18)	($0.06)	($0.02)
Income (Loss) from Continuing Operations per Common Share	-	-	-	-	-
Total Assets	$3,428,573	$17,474	$26,947	$737,685	$47,161
Net Assets	$452,784	($89,012)	(971,104)	($369,130)	($170,820)
Capital Stock	$7,446,962	$6,769,726	$5,783,259	$5,783,259	$5,783,259
Number of Common Shares (adjusted to reflect changes in capital)	34,052,039	4,358,521	3,372,054	3,372,054	3,372,054
Diluted Net Income per Common Share	($0.03)	($0.03)	($0.18)	($0.06)	($0.02)
Long-Term Debt	$2,923,968	-	-	-	-
Cash Dividends per Common Share	-	-	-	-	-

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Selected Financial Data

(Stated in Canadian Dollars - Calculated in accordance with US GAAP)

Fiscal Year Ended December 31 (Audited)

UNITED STATES GAAP	2004	2003	2002	2001	2000
Net Sales or Operating Revenue	-	-	-	-	-
Direct Costs	-	-	-	-	-
Operating Expenses	-	-	-	-	-
Administrative Expenses	-	-	-	-	-
Amortization and Asset Write-down	-	-	-	-	-
Income (Loss) From Operations	-	-	-	-	-
Other Income	-	-	-	-	-
Net Income (Loss) from Continuing Operations	-	-	-	-	-
Net Income (Loss) from Discontinued Operations	-	-	-	-	-
Net Income (Loss) for the year	($1,351,537)	($104,494)	($614,630)	($198,310)	($77,410)
Net Income (Loss) from Operations per Common Share	($0.04)	($0.03)	($0.18)	($0.06)	($0.02)
Income (Loss) from Continuing Operations per Common Share	-	-	-	-	-
Total Assets	$3,100,364	$4,699	$14,291	$737,685	$217,981
Net Assets	-	-	-	-	-
Capital Stock	-	-	-	-	-
Number of Common Shares (adjusted to reflect changes in capital)	34,052,039	4,358,521	3,372,054	3,372,054	3,372,054
Diluted Net Income per Common Share	-	-	-	-	-
Long-term Debt	-	-	-	-	-
Cash Dividends per Common Share	-	-	-	-	-

Reconciliation to United States Generally Accepted Accounting Principles

A reconciliation to United States Generally Accepted Accounting Principles is included in Note 15 to the audited financial statements. Significant differences include accounting for compensation expense.

Disclosure of Exchange Rate History

Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. On May 31, 2005, the

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exchange rates in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars (based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York) was $1.2512. For the past five fiscal years ended December 31, and for the period between January 1, 2005 and May 31, 2005, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars (based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York):

Year Ended	Average
December 31, 2000	$1.4855
December 31, 2001	$1.5489
December 31, 2002	$1.5642
December 31, 2003	$1.4008
December 31, 2004	$1.3017

	Month ended		Low / High
	October 31, 2004		$1.2194 / $1.2726
	November 30, 2004		$1.1775 / $1.2263
	December 31, 2004		$1.1856 / $1.2401
	January 31, 2005		$1.1982 / $1.2422
	February 28, 2005		$1.2294 / $1.2562
	March 31, 2005		$1.2017 / $1.2463
	April 30, 2005		$1.2146 / $1.2568
	May 1 – May 31, 2005		$1.2474 / $1.2703
		We have not issued any dividends in the past five fiscal years.
D.		Risk Factors

Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by our company and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.

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The common shares of our company are considered speculative. Prospective investors should consider carefully the risk factors set out below.

Risks Associated with Mining

As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.

Despite exploration work on our mineral claims, no known bodies of commercial ore or economic deposits have been established on any of our mineral properties. In addition, we are in our early stages of exploration and substantial additional work will be required in order to determine if any economic deposits occur on our properties. Even in the event commercial quantities of minerals are discovered, the mining properties might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, not the least of which is the technical skill of exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices. Most of these factors are beyond the control of the entity conducting such mineral exploration. We are an exploration stage company with no history of revenues. There can be no assurance that our operations will be profitable in the future, as a result of which our business will fail.

Mineral operations are subject to market forces outside of our control which could have an impact on costs of our operations and could reduce the profitability of our operations and threaten our continuation.

The marketability of minerals is affected by numerous factors beyond the control of the entity involved in their mining and processing. These factors include market fluctuations, government regulations relating to prices, taxes royalties, allowable production, import, exports and supply and demand. One or more of these risk elements could have an impact on costs of an operation and if significant enough, reduce the prospects of profitability of our operations and threaten our continuation.

The mining industry is highly competitive and there is no assurance that we will be successful in acquiring claims.

The mineral industry is intensely competitive in all phases. We compete with many companies possessing greater financial resources and technical facilities than ourself for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees. However, due to the currently depressed market for base and precious metals, we do not believe that competition will be a factor which confines our ability to retain qualified geologists and consultants, or to acquire interests in mineral properties with significant potential.

The fact that we have not earned any revenues since our incorporation raises substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our incorporation and we will, in all likelihood, continue to incur operating expenses without revenues until our mining properties are fully developed and in commercial production. We had cash in the amount of $35,575 as of June 20, 2005. We estimate our average monthly operating expenses to be approximately $15,000 each month. As a result, we need to generate significant revenues from our operations or acquire financing. We cannot assure that we will be able to successfully explore and develop our mining properties or assure that viable reserves exist on the properties for extraction. These circumstances raise substantial doubt about our ability to continue as a

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going concern as described in an explanatory paragraph to our independent auditors' report on our financial statements for the year ended December 31, 2004. It is unlikely that we will generate any funds internally until we discover commercially viable quantities of ore. If we are unable to generate revenue from our business during the fiscal year ending December 31, 2004, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these actions were to become necessary, we may not be able to continue to explore our properties or operate our business and if either of those events happen, then there is a substantial risk our business would fail.

We have not generated any revenue from our business and we may need to raise additional funds in the near future. If we are not able to obtain future financing when required, we might be forced to discontinue our business.

Because we have not generated any revenue from our business and we cannot anticipate when we will be able to generate revenue from our business, we will need to raise additional funds for the further exploration and future development of our mining claims and to respond to unanticipated requirements or expenses. We anticipate that we will need to raise further financing for the 12 month period ending December 31, 2005 in the approximate amount of $250,000. We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardising our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct business and explore our properties, which might result in the loss of some or all of your investment in our common stock.

Our properties are in the pre-exploration stage, are not commercially viable at this time and there is no assurance that commercially viable quantities of ore will be discovered.

Our mineral properties are in the early exploration stage and are not commercially viable at this time. Mineral exploration involves a high degree of risk. There is no assurance that commercially viable quantities of ore will be discovered. There is also no assurance that if found, commercially viable properties will be brought into commercial production. If we are not able to locate sufficient quantities of commercially viable ore and bring our properties into commercial production, we will not be able to continue operations and as a result our shareholders may lose any investment in our company.

There is substantial risk that no commercially exploitable minerals will be found and our business will fail.

The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that the mineral claims that we have an option to acquire contains commercially exploitable reserves. Exploration for minerals is a speculative venture necessarily involving substantial risk. The probability of an individual prospect having reserves and being commercially profitable is remote and, if a property does not contain any reserves, the funds we have spent or will spend on exploration of such property will be lost.

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We are subject to environmental protection legislation with which we must comply or suffer sanctions from regulatory authorities.

If the results of our geological exploration program indicate commercially exploitable reserves and we decide to pursue commercial production of our mineral claim, we may be subject to an environmental review process under environmental assessment legislation. Compliance with an environmental review process may be costly and may delay commercial production. Furthermore, there is the possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities do not approve our mine or if the costs of compliance with government regulation adversely affect the commercial viability of the proposed mine.

There may be defects to the title of the mineral claims and as result we could lose our interest in such claims.

The mining claims in which we have an interest have not been surveyed and, accordingly, the precise location of the boundaries of the claims and ownership of mineral rights on specific tracts of land comprising the claims may be in doubt. Such claims have not been converted to lease and tenure, and are, accordingly, subject to annual compliance with assessment work requirement. Other parties may dispute title to our mining properties. While we have investigated title to all mineral claims and, to the best of our knowledge, title to all properties are in good standing, this should not be construed as a guarantee of title. The properties may be subject to prior unregistered agreements or transfers or land claims and title may be affected by undetected defects.

Mineral prices are subject to dramatic and unpredictable fluctuations.

The market price of precious metals and other minerals is volatile and cannot be controlled. If the price of precious metals and other minerals should drop significantly, the economic prospects of the projects which we have an interest in could be significantly reduced or rendered uneconomic. There is no assurance that, even if commercial quantities of ore are discovered, a profitable market may exist for the sale of same. Factors beyond our control may affect the marketability of any minerals discovered. Mineral prices have fluctuated widely, particularly in recent years. The marketability of minerals is also affected by numerous other factors beyond our control, including government regulations relating to royalties, allowable production and importing and exporting of minerals, the effect of which cannot be accurately predicted.

Financing Risks

We are likely to require additional financing to develop mineral properties that have been identified and to place them into production. Failure to obtain such financing may result in delay or indefinite postponement of exploration work on our mineral properties.

We, while engaged in the business of exploiting mineral properties, do not have sufficient funds to undertake our planned current exploration projects. In addition, if our exploration programs are successful, additional financing will be required to develop the mineral properties identified and to place them into commercial production. The exploration and development of our mineral properties is, therefore, dependent upon our ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all. Failure to obtain such financing may result in delay or indefinite postponement of exploration work on our mineral properties, as well as the possible loss of such properties.

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Fluctuation in foreign currency exchange rates may affect our results.

While engaged in the business of exploiting mineral properties, our operations outside of Canada make us subject to foreign currency fluctuation and such fluctuations may adversely affect our financial positions and results. Our management may not take any steps to address foreign currency fluctuations that will eliminate all adverse effects and, accordingly, we may suffer losses due to adverse foreign currency fluctuations.

We are dependant on the services of certain key employees, namely Richard Bachman and Gregory Burnett, and the loss of these certain key employees may have a materially adverse effect on our company.

While engaged in the business of exploiting mineral properties, the nature of our business, our ability to continue our exploration of potential projects, and to develop a competitive edge in the marketplace, depends, in large part, on our ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and we may not be able to attract and retain such personnel. Our growth has depended, and in the future will continue to depend, on the efforts of our key management employees. Loss of any of these people would have a material adverse effect on us. Currently we do not have any contracts with our key employees and we do not have key-man life insurance.

Conflicts of interest may arise as a result of our directors and officers being directors and officers of other natural resource companies.

Certain of our directors and officers are also directors and/or officers and/or shareholders of other natural resource companies. While we are engaged in the business of exploiting mineral properties, such associations may give rise to conflicts of interest from time to time. Our directors are required by law to act honestly and in good faith with a view to our best interests and to disclose any interest that they may have in any project or opportunity of ours. If a conflict of interest arises at a meeting of our board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not we will participate in any project or opportunity, our directors will primarily consider the degree of risk to which we may be exposed and our financial position at the time.

Risks Relating to an Investment in our Securities

Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions limiting the liability of our officers and directors for all acts, receipts, neglects or defaults of themselves and all of our other officers or directors or for any other loss, damage or expense incurred by our company which shall happen in the execution of the duties of such officers or directors. Such limitations on liability may reduce the likelihood of derivative litigation against our officers and directors and may discourage or deter our shareholders from suing our officers and directors based upon breaches of their duties to our company, though such an action, if successful, might otherwise benefit our company and our shareholders.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue options to any of our employees, directors or consultants.

Because our success is highly dependent upon our respective employees, we may in the future grant to some or all of our key employees, directors and consultants options to purchase shares of our

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common stock as non-cash incentives. Those options may be granted at exercise prices below those for the common stock prevailing in the public trading market at the time or may be granted at exercise prices equal to market prices at times when the public market is depressed. To the extent that significant numbers of such options may be granted and exercised, the interests of our other stockholders may be diluted.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

In the event that we are required to issue additional shares or decide to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. The dilution may result in a decline in the market price of our shares.

We have a history of net losses and there is no assurance that we can reach profitability in the future.

We have a history of losses and there is no assurance that we can reach profitability in the future. We will require significant additional funding to meet our business objectives. Capital will need to be available to help maintain and to expand exploration on our principal exploration property. We may not be able to obtain additional financing on reasonable terms, or at all. If equity financing is required, as expected, then such financings could result in significant dilution to existing shareholders. If we are unable to obtain sufficient financing, we might have to dramatically slow exploration efforts and/or lose control of our projects. We have historically obtained the preponderance of our financing through the issuance of equity, there is no limit to the number of authorized common shares, and we have no current plans to obtain financing through means other than equity financing.

U.S. investors may not be able to enforce their civil liabilities against us or our directors, controlling persons and officers.

It may be difficult to bring and enforce suits against us. We were incorporated under the Ontario Business Corporations Act. A majority of our directors and officers are residents of Canada and substantially all of our assets are located outside of the United States. Consequently, it may be difficult for United States investors to effect service of process in the United States 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. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or us predicated solely upon such civil liabilities.

Trading of our stock may be restricted by the SEC's "Penny Stock" regulations which may limit a stockholder's ability to buy and sell our stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which

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provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

The trading price of our common shares has been and may continue to be subject to wide fluctuations. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of the common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for our company and a diversion of management's attention and resources.

U.S. investors could suffer adverse tax consequences if we are characterized as a passive foreign investment company.

We may be treated as a passive foreign investment company, or PFIC, for United States federal income tax purposes during the 2005 tax year or in subsequent years. We may be deemed a PFIC because previous financings combined with proceeds of future financings may produce, or be deemed to be held to produce, passive income. Additionally, U.S. citizens should review the section entitled "Taxation-U.S. Federal Income Taxation - Passive Foreign Investment Companies" contained in this Registration Statement for a more detailed description of the PFIC rules and how those rules may affect their ownership of our capital shares.

If we are or become a PFIC, many of the U.S. shareholders will be subject to the following adverse tax consequences:

- they will be taxed at the highest ordinary income tax rates in effect during their holding period on certain distributions on our capital shares, and gains from the sale or other disposition of our capital shares;

- they will be required to pay interest on taxes allocable to prior periods; and

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- the tax basis of our capital shares will not be increased to fair market value at the date of their date.

We do not expect to declare or pay any dividends.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

ITEM 4		Information on Pan American Gold Corporation
A.	History and Development of Pan American Gold Corporation

Our company was incorporated under the laws of the Province of Ontario (specifically under the Ontario Business Corporations Act) on April 24, 1967 under the name "Jolly Jumper Products of America Limited". On September 25, 1987, our name was changed to Sun Valley Hot Springs Ranch Inc. We changed our name to Tri-Valley Free Trade Inc. on March 26, 1991 and to Tri-Valley Investments Corporation on June 19, 1995. On October 2, 1998 we changed our name to Tri-Lateral Venture Corporation and on May 6, 2004 we changed our name to our present legal and commercial name "Pan American Gold Corporation". We are a reporting issuer under the securities laws of the Province of Ontario.

Our corporate offices are located at Suite 605 - 475 Howe Street, Vancouver, British Columbia, Canada, V6C 2B3. Our telephone number is 604.669.2615 and our facsimile number is 604.689.9773.

On May 15, 1998, we effected a reverse split of our authorized and issued share capital on the basis of one (1) common share for each ten (10) common shares issued and outstanding at such date.

We actively explored our natural resource properties until fiscal 1998 when we wrote-down our interests in our remaining properties, in response to low precious metal prices and a difficult investment market in which to raise funds to finance continued exploration. However, we retained ownership of our crown-granted mineral claims in good standing on one of our properties, known as the Lennie Property.

On April 20, 2004, Morgan & Company resigned as our auditors and Bedford Curry & Co. were appointed as our auditors to fill the vacancy created by the resignation of Morgan & Company.

On May 6, 2004, our issued and unissued shares of common stock was split on the basis of seven (7) common shares for each one (1) common share and our name was changed to Pan American Gold Corporation. The forward split and name change were not effected with the OTC Bulletin Board until June 2, 2004 at which time our trading symbol was changed to "PNAMF".

On May 6, 2004, we entered into a share purchase agreement with Pan American Gold Corporation, a Nevada corporation, Graham Douglas and the shareholders of Pan American Nevada, whereby we acquired Pan American Nevada in consideration for the issuance of an aggregate of 3,370,000 shares of common stock of our company. The shares represented approximately 9.9% of our company's outstanding shares on closing of the transaction.

As a condition to the closing under the share purchase agreement, our board of directors appointed Richard Bachman as a member of our board of directors, and Kevin Hanson and Alan Crawford resigned as directors and officers of our company. On May 7, 2004 Michael Sweatman was appointed as a director of our company.

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On October 29, 2004, we held an annual meeting of our shareholders. At the annual meeting, the number of directors was set at three and the three individuals nominated as directors were elected, including Gregory Burnett, Richard Bachman and Michael Sweatman. Our shareholders also approved the appointment of Bedford Curry & Co. as our auditors.

On October 5, 2004, we received subscriptions for a private placement of 454,544 units to two investors at a price of $0.83 per unit for total gross proceeds of $377,271. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holders to purchase one additional common share at a price of $0.83 per share until October 5, 2005. The shares were issued on April 26, 2005.

On May 28, 2004 we acquired an interest in Doon Investments, an Alberta limited partnership involved in the petroleum and natural gas industry. To acquire our limited partnership interest, we issued a promissory note for $2,926,910, bearing interest at 4.75% per annum to November 30, 2008 and 7% per annum thereafter, repayable on December 29, 2009 and secured entirely by a charge on our interest in the limited partnership. Interest is payable annually on June 30. Under the terms of the promissory note, our share of partnership cash distributions will be applied first to the payment of accrued interest and then to the payment of the principal amount of the promissory note.

Subsequent to the year ended December 31, 2004, we completed a private placement of 420,533 units to one investor at a price of $0.75 per unit for total gross proceeds of $315,400. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.83 per share until March 7, 2006.

On February 1, 2005, the letter of intent in respect of our Dorado and Nevada resource properties was replaced by an option agreement providing us with an extension until August 31, 2005 to acquire a 100% interest in the properties. Under the option agreement, we are required to pay US$39,137 in respect of leases and land taxes at various dates through March 15, 2005 in order to acquire our interest. As of May 31, 2005, we have paid only US$30,000 and are in default of the agreement.

B. Business Overview

During the year we focussed on exploration of the Cactus, Kinsley Mountain, Pinnacle and Eskay Creek properties which were acquired through the purchase of Pan American Nevada, and on the acquisition of the option on the Chile properties.

Kinsley and Pinnacle Properties

In Nevada, Pan American Nevada held an option to acquire a 60 % interest in the Kinsley Mountain Property, a past gold producer. During the year, we conducted exploration activities on the Kinsley Mountain property. We conducted a ground magnetic geophysical survey and drilled three deep holes. Results from the drilling program were not sufficiently encouraging; consequently we decided not to proceed any further with the project. Reclamation work has been completed and no further activity is planned. The option on the Kinsley Mountain property has been terminated.

Pan American Nevada also held an option to acquire a 60% interest in the Pinnacle Property. During the year, we conducted a ground magnetic geophysical survey on the property, but was unable to get a timely response to our land use application for drilling on the property and we decided not to proceed with the drill test, and subsequently terminated our option.

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Cactus Property

Pan American Nevada also held a 50% interest in Cactus Precious Metals LLC, a private Colorado Company which owns the Cactus Property. The Cactus Property is located in the Mojave-Rosamond mining district south-eastern Kern County, California. The gold deposits are associated with the five prominent buttes south of the town of Mojave and west and north of the town of Rosamond, of which one of these butte complexes hosts the gold mineralization on the Cactus Property and the old Cactus Queen gold mine.

A total of 18 holes were drilled on the Cactus Property during June 2004 and yielded low grade gold mineralization which did not confirm the extension of economic segments of Cactus Vein. We evaluated the results of the drilling program in context with the overall Cactus District. As a result of these disappointing results we have terminated our involvement in the project, receiving a portion of our investment back and we have written off our expenditures in respect of the Cactus Property. We no longer have any interest in Cactus Precious Metals LLC.

Eskay Creek Property

The Eskay Creek Property is located in northwestern British Columbia approximately 50 air miles north of Stewart, British Columbia, Canada. Access is by 38 miles of privately owned single-lane gravel road or by helicopter in the more remote areas. We hold a 75% interest in an 80,000 acre property position comprised of 75 mineral claims in the Eskay Creek gold camp area.

The Eskay Creek Property is newly staked. It has no significant exploration or mining history but is proximate to active mines including the Eskay Creek Mine operated by Barrick.

During the year, we conducted an airborne geophysical survey over a portion of the property that included magnetic, radiometric, and induced polarization (IP) data acquisition. The cost of the survey was projected at approximately $300,000 Canadian and was expected to include 3,000 line kilometres. The survey was suspended due to adverse weather conditions after approximately 1900 line kilometres. were completed. The remoteness and geographic location of the project area contribute to a very short exploration season in Eskay-Iskut region.

We decided to evaluate the current survey results and then determine our next course of action. Survey results are currently being evaluated as of the date of this annual report. The work completed to date is sufficient to meet assessment work requirements on the claims through November 2006.

No known bodies of commercial ore have been discovered to date on any of our natural resource properties. In addition, we are in early stages of exploration. Mining exploration involves a high degree of risk. Finding mineral deposits is dependent on a number of factors including the technical skill of exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors including size, grade, and proximity to infrastructure, as well as metal prices. The prices of most metals, including gold, have increased significantly over the past year, improving the probability of successful exploration activity, as well as improving the access to capital to finance exploration projects.

Acquisition of Dorado and Nevada Gold Properties

We entered into a letter of intent dated July 22, 2004 which was superseded by an option agreement dated February 1, 2005 with Minera Cerro El Diablo Inc., whereby we have been granted an option to acquire a 100% interest in certain mineral properties located in the County of Chile until August

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31, 2005 by completing: (i) a payment of US$30,000 for the Lajitas option lease to E. Viteri due January 26, 2005; (ii) a payment of the Nevada Properties Land Taxes of US$4,137 due January 26, 2005; (iii) a payment of other land taxes of US$5,000 due March 15, 2005; (iv) a payment of US$16,000 by August 31, 2005 or at the time the option is exercised; and (v) a payment of US$100,000 at the time the option is exercised.

The exploration history of the Nevada and Dorado properties includes limited surface sampling and reverse circulation (RC) drilling which has produced anomalous gold values on the Dorado Property. Both properties are under explored and would benefit from a fresh approach. The alteration signature noted on the properties is consistent with that of porphyry gold and copper and high sulphidation epithermal gold systems, the type that is noted at Veladero, Pierina, and Yanacocha gold deposits.

Gold mineralization has been documented in structural stockworks with grades up to 2.40 grams gold per tonne (“g/t Au”) at Dorado. Mineralization at Nevada is hosted in vuggy silica altered breccia as well as in low sulphidation epithermal quartz veins with grades up to 6.50g/t Au and 10.34g/t Au respectively.

Material Effects of Government Regulations

The current and anticipated future operations of our company, including further exploration activities require permits from various Canadian Federal and Provincial governmental authorities. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, mine safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on our company and cause increases in capital expenditures which could result in a cessation of operations by our company. We had no material costs related to compliance and/or permits in recent years, and anticipates no material costs in the next year.

C. Organizational Structure

As at the date of this annual report, we have two subsidiaries, Pan American Gold Corporation, a company incorporated pursuant to the laws of the State of Nevada and 680102 B.C. Ltd., a company incorporated under the laws of the Province of British Columbia, which is currently inactivate.

D. Property, Plants and Equipment

Our office facilities at 605 - 475 Howe Street, Vancouver, British Columbia, Canada are being provided to us by one of our directors at no cost. The director will be reimbursed for out-of-pocket costs associated with the maintenance and operation of our offices, such as long distance, courier, and other direct expenses incurred on our behalf. We anticipate that these premises will be sufficient for our business operations for the foreseeable future.

Lennie Property

The Lennie Property is a gold-exploration project located in the Red Lake District in northwestern Ontario, Canada.

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Acquisition Details

Pursuant to an option agreement dated August 31, 1995, we acquired a 100% interest in ten mineral claims located in Balmer Township, Ontario, subject to a 2% net smelter return upon commencement of commercial production. We were obligated to incur exploration expenses of $250,000 on the property on or before February 28, 1997, which we have expended.

Property Description

The property consists of ten patented claims that are for mineral rights only. The Red Lake area is glaciated Precambrian shield with comparatively thin till reworked by a pro-glacial lake. This caused sandy gravelly veneer that is anticipated to overlie a sandy till. The latter is largely limited to topographic depressions. Relief in the Red Lake area is a maximum 80 meters with relief observed on the property estimated at 15-20 meters.

Location and Access

The Balmertown - Red Lake area is a well-established mining center 165 miles by air northwest of the city of Winnipeg, Manitoba. Red Lake has daily air service from Winnipeg and Thunder Bay, Ontario, via Sioux Lookout. Balmertown has a year-round paved road connecting it with the town of Red Lake, ten kilometers to the west on Highway 125. From Red Lake, paved Highway 105 extends southward 115 miles to the village of Vermilion Bay on Highway 17, the Trans Canada Highway.

The property is two miles to the east-northeast of Balmertown. Access to the property is through the Gold Corp. mining site by a gravel bush road to a gravel forestry road that crosses the property. The latter gravel forestry road crossing the property arcs to the northwest then south six kilometers to Balmertown.

Regional and Property Geology

The Lennie Property is underlain by the lower Mafic Sequence (komatites to tholaitas with minor sediments) of the Red Lake portion of the Uchi Lake Greenstone Belt.

Outcrop exposure is poor, being largely mantled by swamp and overburden. Mostly diamond drilling and some surface geology mapping are the basis for determining the geology. Amphibolite grade metamorphism has affected the following rock types: mafic to intermediate flows to tuffs, iron formation chemical sediments, diorite and quartz feldspar porphyry dykes. The flows are massive with fine to medium grained crystalline texture. Tuffs are well-banded fine-grained volcanic sediments.

Alteration is regional carbonization overprinted by local metamorphism to garnet, biotite, sericite with superimposed areas of silicification. Garnets may comprise up to 5% of the rock commonly associated with green cliloritic and gray sericite alteration.

Two felsic tuff units are recognized. A northern unit identified from drill hole locations in the western part of the claim group, possibly extending across the property. The second, larger felsic tuff unit extends along the southern contact of the central iron formation, intersected in drill holes near the east and western boundaries of the property. These latter tuffs are intensely altered rocks are unexposed lying beneath low swampy ground. This type of alteration has been identified as a very positive factor for gold mineralization.

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The two bands of iron formation are readily identified by magnetometer surveys and scattered outcrops. The well-banded material is predominately cherty oxide phase iron formation with sulphide facies in argillaceous portions. Bedding contains irregular millimeter to meter scale folds with closures to the east. New and larger exposures observed indicate folding is not isoclinal, rather an irregular deformation varying significantly over a matter of meters.

Thin zones of diorite and quartz feldspar porphyry intersected by diamond drilling are interpreted as dykes. The gray-to-brown diorite is fine to medium grained and generally un-mineralized. Quartz feldspar porphyries contain white to blue rounded phenocryst in a white-to-gray aphanitic groundmass. The boundaries are sharp well-defined contacts.

Previous Work Done by Former Owners

Three separate investigations have been undertaken over 42 years. This has lead to possible discrepancies in correlating data from one survey to the next. In each case, a grid was established without tying into the previous work. Only the 1975 drill collars were left and can be precisely located. Permanent location markers were not erected for either the 1946 or 1967 drilling. The grids established in 1946 and 1975 were largely eradicated by logging sometime after 1975. The 1987 grid is poorly recognized as the north half of the claims have been extensively reforested.

Following staking of the property, the claim block perimeter was surveyed to bring the ground to patent. Geological mapping and a magnetometer survey were completed over a grid with 200-foot line spacings oriented 360 degrees. Data was presented on 1" to 200' scale maps. Corrections for drift in the magnetometer survey was by looping to a common base line station. From the data, a west-northwest shear or fault was identified as crossing the property. These surveys do not appear to have covered claim 22687.

Diamond drilling of six holes were completed for a total of 4,381 feet. The core size was E core with split samples taken for assay. No structural information was collected from the drill core, only general lithological descriptions. This work was sufficient to bring the claims to patent.

Dome Exploration Ltd. optioned the property from Lennie Red Lake Gold Mines for the period 1975 - 1976. A new grid was established lines at 200-foot intervals oriented 010 degrees. The drill log records state the holes were drilled grid north at 015 degrees while the geology map with the grid-plotted states baseline at 100 degrees with crosslines at 010 degrees. A matching of the 1946, 1975 and 1987 magnetic data supports the 010 degree orientation of the 1976 grid.

A magnetic survey was completed over the entire grid with data and contours plotted at 1" to 200' scale. Magnetic data was corrected using repeat stations and NOT using a base station magnetometer.

An EM survey carried out over the entire grid identifying three highly conductive zones trending west-northwest across the property. The southern zone, or more properly group of zones, lies within the southern iron formation. The middle conductor is a single well-defined conductor in the center of the property with defined east and west terminations. It definitely does not continue on the adjoining property to the east. The northern conductor in the far northwest of the property. The good correlation between magnetic signature and conductivity has led to interpreting all conductors as sulphide facies iron formation.

The geological mapping was also undertaken with attention paid to stratigraphy but not to structural elements. A geochemical survey was completed. Reports of the results cite surface contamination by dust from the nearby properties. Four localized anomalous zones were referred to but

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not located. They were stated as correlating approximately to Lennie drill holes #1 and #6 and some unspecified Dome drill holes.

Thirteen diamond drill holes totalling 7639 feet of AX core were completed on the Lennie property. Drilling was as three fences crossing the property more or less perpendicular to the stratigraphy. Assays of split core yielded two interesting sections.

No evidence of the earlier 1946 work was observed making correlations the early work inexact. The drill hole casing were left such that their exact locations can not be determined.

A successor company to Lennie, International RSV Resources Corp., carried out further fieldwork in 1987. A grid with lines oriented 360 degrees at 200' spacing was cut. The grid did not extend to the western boundary of the property. Another magnetometer survey was undertaken with a contoured map presented without numerical data. A base station magnetometer was not used to correct the data. Similar features to those identified in the earlier magnetic surveys were reconfirmed.

The remainder of work was diamond drilling collecting 13,082 feet of BQ core from sixteen drill locations. Sludge samples were not taken. The drill core was split and sent for assay. The drilling focused on fence drilling to intersect structures paralleling the interpreted fold axis or shear zone.

Some of the proposed drill targets could not be drilled due to time and access limitations (swamps not yet frozen). Following the logging of the core, it was initially stored then dumped and is unavailable for re-examination.

Eskay Creek Property

The Eskay Creek Property is located in northwestern British Columbia approximately 50 air miles north of Stewart, British Columbia, Canada. Access is by 38 miles of privately owned single-lane gravel road or by helicopter in the more remote areas. A local company provides road maintenance and snow removal services under contract.

In that the Eskay Creek Property is newly staked and largely a grassroots exploration play, it has no significant exploration or mining history outside of the adjacent active mines like the Eskay Creek Mine operated by Barrick. In 2003 the Eskay Creek Mine produced 352,000 ounces of gold and 17 million ounce of silver. The Eskay Creek mine is an underground operation accessible through three surface portals.

Acquisition Details

Pan American Gold Corporation through its wholly own subsidiary, 680102 B.C. Ltd., on January 16, 2004 entered into sale and purchase agreement with Matthew Mason of 1030 Nelson Avenue, West Vancouver, BC V7V 2P4 whereby it acquired a 75% undivided interest in the Eskay Creek Property (see Property Description). Under the terms of the agreement we are required to pay all costs incurred in exploring and developing the Eskay Creek Property until such time as a positive feasibility study has been received, after which the Eskay Creek Property will be developed with Matthew Mason under a joint venture agreement. The claims are subject to a 2% net smelter return royalty, payable to Matthew Mason, upon the commencement of production.

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Property Description

The Eskay Creek Property is comprises approximately 75,000 acres representing 479 units with claim names of BJ1-13, 13A, 14-31, 31A, and 32-35 and a Tenure No. of 394776-394812. The Eskay Creek Property is in the Skeena Mining Division, British Columbia, Canada and more specifically Iskut River area. The claim anniversary date is July 1, 2003.

Location and Access

The Eskay Creek gold/silver district is located in north-western British Columbia approximately 50 air miles north of Stewart, British Columbia. Access is by 38 miles of privately owned single-lane gravel road or by helicopter in the more remote areas. A local company provides road maintenance and snow removal services under contract.

The terrain ranges from rugged to moderate with elevations ranging from 2250 meters to 220 meters in the river valleys. The slopes are generally steep with many cliffs forming the valley walls. The area shows evidence of alpine glaciation with steep walled U-shaped valleys and braided streams. Glaciers and ice fields cover approximately ten percent of the property. Tree line is at about 1200-meter elevation, below which the forest cover consists of mature hemlock, spruce and fir typical of temperate rainforest. Lower elevations along the river valleys host thick stands of aspen and alder. The undergrowth at lower elevations consists of thick growth of ferns, devils club, huckleberry, and salmonberry bushes. The alpine areas host a healthy cover of heather, heath, blueberry, copperbush, black spruce and juniper.

The climate is typical of that of northwestern British Columbia with cool wet summers and moderate wet winters. Snowfall is quite heavy with accumulations ranging from ten to fifteen meters at higher elevations and two to three meters along the river valleys. In higher elevations, the ground is covered with snow from late October to mid May. At lower elevations, the ground is covered with snow from early December to early April.

Regional and Property Geology

The Eskay Creek Property is located in northwestern British Columbia, approximately 20 miles north of Stewart. The 75,000-acre property is located in the Eskay Creek gold-silver district. A continuous belt of prospective Jurassic aged Hazelton Group rocks underlies the property.

The main focus of precious and base metal exploration in the area is on the Hazelton Group of island arc rocks of Jurassic Age. These are all part of the Triassic-Jurassic age Stikinia Terrane. Upper Triassic, Stuhini Group volcanic and sedimentary rocks form the base of the section. These are covered by a sequence of Lower to Middle Jurassic, Hazelton Group volcanic and sedimentary rock. The northern part of the area is covered with Upper Jurassic, Bowser Lake Group basin fill sediments.

The sedimentary volcanic sequence in the Eskay Creek district has been intruded by a series of plutons, sills and dyke swarms of Late Triassic to Early Tertiary in age. Tight northeasterly trending anticline-syncline folds have been noted in the district.

There are several types of deposits ranging from stockwork copper-gold mineralization; polymetallic volcanogenic massive sulfide mineralization and sulfide rich shear mineralization and sulfide rich, precious metal bearing quartz veins.

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Northern British Columbia hosts some of the largest and highest grade alkalic intrusive-related gold-silver-copper deposits in North America.

The Barrick Eskay Creek orebody is a precious metal-enriched volcanogenic massive sulfide deposit that occurs in association with volcanics of the Jurassic-aged (141 to 195 million years) Hazelton Group. Eskay Creek mineralization generally is stratabound and occurs in a contact mudstone and breccia bounded below by a rhyolite flow-dome complex and overlain by volcanic rocks in the west limb of a north-plunging fold. Sphalerite, pyrite, galena and tetrahedrite are the most abundant ore minerals. Native gold occurs as mostly microscopic particles located between sulfide grains, in fractures within sulfide grains, or locked in pyrite. Gold also occurs in volcanic rocks beneath the contact mudstone, along with coarse-grained sphalerite, pyrite and galena in quartz veins or stockworks.

History

In that the Eskay Creek Property is newly staked and largely a grassroots exploration play, it has no significant exploration or mining history outside of the adjacent active mines like the Eskay Creek Mine operated by Barrick.

Dorado and Nevada Properties

We are optioning the Nevada and Dorado Gold and Copper properties, located in the Maricunga Gold and Copper District approximately 700 kilometres northwest of Santiago, Chile, from Minera Cerro El Diablo Inc., an American corporation, and its Chilean subsidiary. The properties are comprised of 14 exploration claims and one exploitation claim totalling 3,600 hectares.

Chilean law provides for a two year extension to an exploration claim by reducing the size of the claim by one half or the owner has the option of converting the exploration claim into an exploitation claim after the initial two year term by conducting a survey of claim boundaries and monumenting the corners. Exploitation claims have an indefinite term as long as annual rental payments are paid. Rental payments for exploitation claims are approximately US$5.00 per hectare per year and US$1.50 per hectare per year for exploration claims. Exploration claims are paper staked and do not require a survey.

Additional environmental permitting is required to mobilize and perform diamond drilling and more advanced exploration activities.

Corporate income tax is 35% with no other types of royalties or liens. Chile has been recognized by the Fraser Institute as one of the premier countries in which to explore and mine.

Acquisition Details

We entered into an option agreement dated July 22, 2004 with Minera Cerro El Diablo Inc., whereby we have been granted an option to acquire a 100% interest in certain mineral properties located in the County of Chile. In order to earn the interest, we were required to pay Minera Cerro El Diablo Inc. US$25,000 by December 4, 2004, of which US$9,000 had been paid by December 31, 2004. On February 1, 2005, the letter of intent in respect of the Dorado and Nevada resource properties was replaced by an option agreement, providing us with an extension until August 31, 2005 to acquire a 100% interest in the properties. Under the option agreement, we are required to pay US$39,137 in respect of leases and land taxes at various dates through March 15, 2005 in order to acquire our interest. As of April 27, 2005, we had paid only US$30,000 in respect to these additional terms and consequently we are in default of our obligations under the option agreement.

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Property Description

The properties are located in the county of Copiapo, Third Region, Republic of Chile, approximately 700km northwest of Santiago, Chile. The two properties collectively consist of 3,600 hectares (ha) of exploration and exploitation claims. Part of the Dorado property position is comprised of one exploitation claim and one exploration claim, collectively totalling 300ha and acquired by way of option agreement with an unrelated third party.

Location and Access

The properties are located on the Chilean altiplano above 4,000m mean sea level flanking Volcan Copiapo on the southwest and east. Volcan Copiapo, a 6,053m high stratovolcano volcano, dominates the physiography of the Maricunga Gold District. The surrounding rolling alpine pampa and sometimes extreme relief mountains represent the eastern extent of the Atacama Desert. Intermittently flowing streams occupy the drainages and depend on snowmelt for water.

Access to the area is via a 1.25 hour commercial air service from Santiago to Copiapo and then by 4-wheel drive vehicle from Copiapo approximately 180km or 3 to 4 hours to east, mostly on all weather gravel roads. The nearest major city is Copiapo, the largest city in the Atacama region, with population of over 100,000. The economy is based on the mining and agro-industry. There are no small villages in the high alpine due to the harsh conditions.

Regional and Property Geology

The complex geologic fabric of the region is the result of a combination of Paleozoic through Triassic accretion along the continental margin, overprinted by subduction of the Nazca Plate beginning in the Jurassic. The central Andes' basement was assembled in the late Paleozoic by accretion of the Coastal Terrane, the Chileania Terrane, the Precordillera terrane, and the Arequipa-Antofalla Craton.

By Jurassic time, the central Andean magmatic arc had progressed eastward over time, implying a process of "tectonic erosion" (instead of the more typical development of a fore-arc prism and trenchward progression of the magmatic arc). These successive magmatic belts were commonly associated with, or succeeded by, back-arc basins in Argentina. The region was cut by a series of arc-parallel transpressive strike-slip faults that also become progressively younger to the east. The region began to be deformed by a series of NNE to N-striking reverse faults in the Eocene, and pulses of this style of deformation continued until at least the Late Miocene.

The modern volcanic arc of the central Andes began in northern Chile at 26 Ma after rupturing of the Farallon Plate and subsequent increase in the subduction rate during the Upper Oligocene. The Oligocene - Miocene Dona Ana Fm. volcanics are representative of the ~300 km long volcanic belt which runs from latitudes 26° S to 29° S along the Chile / Argentina frontier. This volcanic belt probably has progressed from north to south over time due to the effects of oblique subduction. These volcanics represent predominantly large, complex stratovolcanos of calc-alkaline to shoshonitic affinity.

The Maricunga - El Indio region has an anomalously shallow-dipping Benioff Zone, a feature that has been empirically tied to the most productive gold belts in the Andes. The shallowing of the subduction zone began ~ 20Ma, and continued until ~6 Ma when it reached the present angle of subduction. This phase is associated with important Au - Cu - Ag mineralization in much of the region.

The regional structural geology is dominated by Andean style faulting; folding is rare. The three principal fault trends are N-S (to NNE), NW, and E-W. Intersections of the N-S fault set with the NW-

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striking fault set are common loci of major volcanoes (ie: Volcan Copiapo) and major ore deposits in the region. This is a typical structural setting for Pacific Rim epigenetic deposits.

The N-S (NNE) fault system has the greatest through-going strike continuity; these faults commonly have mappable traces more than 50km. These faults are thought to have initiated in the Eocene, forming large horsts. They continued to deform intermittently from the Oligocene through the Pliocene. The faults expose the deepest basement known in the region and have vertical displacements on the order of 0.5 to 3 km. They also probably have a slight dextral component of movement. Typical faults of this set are the Banos del Toro Fault in the El Indio Belt, and the La Gallina Fault in the southern Maricunga.

The other very important fault set in the region is NNW to WNW-striking sinistral faults. To the north, in the Maricunga region, it was shown that these faults also originated in the Eocene and suffered intermittent deformation until at least the Late Miocene. These faults control much of the shallow intrusive activity and mineralization in the central Andes.

The Maricunga Gold Belt comprises a NNE trending chain of andesitic to dacitic volcanoes 200 km long (from 26° to 28°) and ~30 km wide that are part of a late Oligocene-Miocene continental margin plutonic volcanic arc. The Maricunga contains at least 14 major prospects, including three operating mines and two substantial idle resources. In detail the belt hosts a series of variably eroded stratovolcanos with associated dome fields ranging in age from 32 to 5 Ma. There were six distinct magmatic pulses that produced the majority of the volcanics and associated high-level intrusives stocks.

History

Nevada

Minera Mount ISA Chile S.A. controlled the Nevada Property until 1994. After that time, Sociedad Marin Asesorias Geologicas Mineras Ltda held the titles. There is evidence that a subsidiary of Anglo American Corp. held certain claims within the district during the late 1980’s and 1990’s. Minera Cerro El Diablo Inc. acquired the Nevada property at tax auction in November 2002.

Geologist Ana Rojas, working for Sociedad Marin Asesorias Geologicas Mineras Ltda, conducted a surface sampling program during the field season of January to May 1988, discovered a silica-alunite altered zone on the eastern margin of the property.

J.C. Toro (1990, Field Notes) states that three reverse circulation (RC) holes, cumulatively totalling 486m, were drilled on the property during November and December 1990.

Minera Mount ISA Chile S.A. conducted a surface review of a portion of the Nevada Property in 1994 and took 13 chip samples from outcrop.

No known gold production has occurred on the Nevada Property and no mineral resource has been estimated to date.

Dorado (Lajitas)

Minera Santa Fe Pacific Chile Ldta. conducted exploration on the El Dorado (Lajitas) property consisting of trenching and drilling during 1996 field season. Minera Santa Fe Pacific Chile Ldta. controlled 15 square kilometres of which 10% is represented in the project area. During March 1996, 1,700m of bulldozer trenching was completed and allowed the definition of mineralized zones 50-70m.

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First pass RC drilling consisting of seven holes and a cumulative total of 1,402m tested mineralized zones in October 1996.

Detailed mapping of main zone was completed in November 1996 with second pass RC drilling completed in December. An additional seven holes and 1,172m were drilled to test the extent of the mineralized zone with fives holes intersecting mineralization.

Kinsley Mountain and Pinnacle Properties

Pursuant to letter agreements dated December 8, 2003, we acquired a 60% interest in the Kinsley and Pinnacle properties, consisting of 205 claims in the Elko and Nye counties in Nevada. Under the terms of the agreements, we were required to make option payments of US$1,050,000 through December 8, 2006 and pay all fees necessary to maintain the claims. We would have earned our interest after we had advanced the properties through bankable feasibility. Management has reviewed the results of the work done on the properties and has determined not to continue further exploration. Accordingly, we terminated the letter agreement and wrote off our Kinsley and Pinnacle properties as at December 31, 2004. For information on the Kinsley and Pinnacle Properties please see our annual report on Form 20-F for the year ended December 31, 2003 as filed with the Securities and Exchange Commission on July 4, 2004.

Cactus Property

Our interest in the Cactus property consisted of a 50% interest in Cactus Precious Metals LLC, a Colorado, USA limited liability company. The property owned by Cactus LLC consists primarily of private land in Kern County, California. During the year ended December 31, 2004, Cactus LLC staked eight unpatented lode mining claims and acquired an exploration right with an option to purchase an additional unpatented claim. Management has reviewed the results of the work done on the property and has determined not to continue further exploration. Accordingly, we wrote off our interest in Cactus LLC as at December 31, 2004. For information on the Cactus Property please see our annual report on Form 20-F for the year ended December 31, 2003 as filed with the Securities and Exchange Commission on July 4, 2004.

ITEM 5 Operating and Financial Review and Prospects

The information in this section is presented in accordance with Canadian Generally Accepted Accounting Principles, and has not been reconciled to United States Generally Accepted Accounting Principles.

A. Operating Results

Year ended December 31, 2004 Compared to Year ended December 31, 2003

Operations during the year ended December 31, 2004 were primarily related to the exploration of our properties.

A significant non-cash expense related to stock based compensation arose from the granting of options on May 7, 2004 as opposed to $nil in the previous year.

Administrative expenses totalled $521,421 for the year ended December 31, 2004 compared to $102,211 for the year ended December 31, 2003 due to an increase in consulting expenses (2004 - $359,258, 2003 - $32,500) and an increase in legal and accounting fees (2004 - $100,936, 2003 -

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$26,737). The increase in legal and accounting fees is attributable to costs associated with the acquisition of Pan American Gold Corporation (Nevada) and the regulatory filing fees associated thereto. The acquisition of the limited partnership interests contributed $51,567 to operations, which interest was not owned in the prior year.

We incurred a loss for the year ended December 31, 2004 of $982,572 or $0.03 per share compared to a loss of $104,375 or $0.03 (0.00 post-split) per share for the year ended December 31, 2003.

Year ended December 31, 2003 Compared to Year ended December 31, 2002

Operations during the year ended December 31, 2003 were primarily related to the exploration of our properties.

Administrative expenses totalled $102,211 for the year ended December 31, 2003 compared to $153,434 for the year ended December 31, 2002 due to a decrease in professional fees of $10,056 (2003 - $13,862, 2002 - $23,918) and a decrease in interest of $41,358 (2003 - $8,875, 2002 - $50,233). The decrease in interest charges is due to the completion of a shares for debt whereby we settled $986,467 of accounts payable and loans payable by issuing 986,467 shares of our common stock.

We incurred a loss for the year ended December 31, 2003 of $104,375 or $0.03 (0.00 post-split) per share compared to a loss of $601,974 or $0.18 (0.03 post-split) per share for the year ended December 31, 2002.

B. Liquidity and Capital Resources

As at December 31, 2004

During the year ended December 31, 2004, we used $321,802 on operating activities, used $285,464 in investing activities and received $689,096 in financial activities from an increase in share subscriptions received, thereby increasing our cash position from $2,729 at December 31, 2003 to $84,559 at December 31, 2004.

We had working capital of $85,519 for the year ended December 31, 2004 compared to a working capital deficit of $101,787 for the year ended December 31, 2003 as a result of private placements completed during the year. During the year ended December 31, 2004 we received $692,671 as advances against proposed private placements, which placements closed subsequent to the year end. The private placements consisted of:

(a)	the sale of 454,544 units for gross proceeds of $377,271, each unit consisting of one common share and one share purchase warrant, with each share purchase warrant entitling the holder to purchase an additional common share at $0.83 per common share until October 5, 2005; and
(b)	the sale of 420,533 units for gross proceeds of $315,400, each unit consisting of one common share and one share purchase warrant, with each share purchase warrant entitling the holder to acquire an additional common share for $0.83 per common share until March 7, 2006.

             Cash used in operations increased to $321,802 for the year ended December 31 2004 compared to $53,444 in the prior year. This was attributable to a number of factors including an increase in exploration expenses from $nil to $554,261 as we acquired, explored, and abandoned the Kinsley Mountain, Pinnacle

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and Cactus properties during the year. Also, legal fees increased from $13,862 to $71,742 and accounting fees increased from $12,875 to $29,194 due to costs associated with the acquisition of Pan American Nevada and the regulatory filings associated therewith. The acquisition of limited partnership interests contributed $51,567 to operations, which interest was not owned in the prior year.

Investing activities increased, with the capitalization of $315,454 of expenditures on property acquisitions and exploration.

Some seasonal variations in expenditures are expected as weather is a factor particularly on the Eskay Creek property. The acquisition of the Chilean property may serve to eliminate some of the seasonality if the Company elects to exercise its option on this property.

We have cash reserves that are sufficient to meet our near term administrative overhead obligations and as they come due and that we are not exposed to any significant liquidity risks at this time. However, additional funds will be required to continue exploration and maintain all of our properties. The Eskay Creek Property has sufficient expenditure credits in order to maintain the property until at least November 2006. We will require additional funds to exercise the Chile option should we decide to do so.

We expect to spend minimal amounts on exploration for the period ended December 31, 2005 unless significant amounts of capital are raised; beyond that time, our budget will be determined based on a number of factors including, the availability of funds and the success of exploration conducted to that date. We expect that we will need to raise additional funding through private placements of our equity securities and/or debt financing to carry out additional exploration activities on our properties.

General and Administrative expenses are estimated to be approximately $120,000 for the next 12 months ending December 31, 2005.

Exploration Program

We anticipate that we will expend minimal on exploration over the twelve months ending December 31, 2005.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending December 31, 2005.

Employees

We currently have no employees other than our current officers and do not anticipate hiring any employees over the twelve months ending December 31, 2005.

US GAAP

The results of operations discussed above are based on our audited financial statements prepared in accordance with Canadian generally accepted accounting principles. Differences between Canadian generally accepted accounting principles and principles generally accepted in the United States are listed and quantified in Note 15 to the audited financial statements included elsewhere in this document. Significant differences between Canadian GAAP and US GAAP include:

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- Canadian GAAP, acquisition and exploration costs are capitalized. Under US GAAP, costs are expenses as incurred unless commercial feasibility is established. Under US GAAP, mining properties are reviewed by management of our company for impairment whenever circumstances change which could indicate that the carrying amount of these assets may not be recoverable. Such review has not been completed as there are no capitalized properties for US GAAP purposes.

- the United States Financial Accounting Standards Board (“FASB”) has issued Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB25”). This statement uses the intrinsic value based method whereby compensation cost is recorded for the excess, if any, of the quote market price over the exercise price, at the date the stock options are granted. As of December 31, 2004, no compensation cost would have been recorded for any period under this method. Statement of Financial Accounting Standards No. 123, “Accounting for Stock Based Compensation” (“SFAS 123”), issued in October 1995, requires the use of the fair value based method of accounting for stock options. Under this method, compensation cost is measured at the grant date based on the fair value of the options granted and is recognized over the exercise period. SFAS 123 allows our company to continue to measure the compensation cost of employees and directors in accordance with APB25.

- under Canadian GAAP, our company follows the recommendation of CICA Handbook Section 3870, “Stock-Based Compensation and Other Stock-Based Payments”. Under these recommendations, our company recognizes an expense for options granted on or after January 1, 2004. Our company uses the Black-Scholes option pricing model to estimate the fair value of each stock option on the date of grant. On the exercise of stock options, share capital is credited for consideration received, and for fair value amounts previously credited to contributed surplus.

SFAS No. 130, “Reporting Comprehensive Income”, addresses standards for the reporting and display of comprehensive income and its components. Comprehensive income includes net income and other comprehensive income. Other comprehensive income represents revenues, expenses, gains and losses that are excluded from net income under United States GAAP. For the year ended December 31, 2004, other comprehensive income includes foreign currency translation gains of $56,504 (2003: $Nil; 2002: $Nil).

In December 2004, United States Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard No. 153 (“SFAS No. 153”). This statement addresses the measurement of exchanges of nonmonetary assets. The guidance in Accounting Principles Board Opinion No. 29, “Accounting for Nonmonetary Transactions” (“Opinion 29”) is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued. We believe the adoption of this statement will have no impact on our financial statements.

In December 2004, FASB issued a revision to SFAS No. 123R, “Accounting for Stock Based Compensation.” This statement supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It

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also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This statement focuses primarily on accounting for transactions in which an entity obtains employee services in stock-based payment transactions. This statement does not change the accounting guidance for stock-based payment transactions with parties other than employees provided in SFAS No. 123. This statement does not address the accounting for employee share ownership plans, which are subject o AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans.” We have not yet determined the impact to our financial statements from the adoption of this statement.

C. Research and Development, patents, licenses etc.

We do not currently and did not previously have research and development policies in place. Over the past three fiscal years, we expended approximately minimal amounts on the exploration of our various mining properties.

D.	Trend Information
	We do not currently know of any trends that would be material to our operations.
E.	Off-balance Sheet Arrangements
	We do not have any off-balance sheet arrangements.
F.	Contractual Obligations

We do not have any required expenditures pursuant to any contractual obligations. The contracts pursuant to which we have the right to acquire further interests in our mineral properties are option agreements, whereby we may or may not elect to expend further funds on our properties.

ITEM 6		Directors, Senior Management and Employees
A.	Directors and Senior Management

The following table sets forth the names, business experience and function/area of expertise of each of our directors and officers, as at May 31, 2005:

Name / Office Held / Age	Area of Expertise/Function	Business Experience
Richard Bachman President, Chief Executive Officer and Director Age 50	As the President, Chief Executive Officer and director, Mr. Bachman is responsible for the overall management of the affairs and business of Pan American	Certified Professional Geologist with American Institute of Professional Geologists and Geological Engineer

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Gregory Burnett Vice President, Corporate Affairs, Secretary and Director Age: 43	As the Vice President, Corporate Affairs and Secretary, Mr. Burnett is responsible for keeping all records, making all necessary filings and supervising the general administration of Pan American. As a director, Mr. Burnett is responsible for the management and supervision of the affairs and business of Pan American	President of Carob Management Ltd., a private management consulting company
Michael Sweatman Director Age: 53	As a director, Mr. Sweatman is responsible for the management and supervision of the affairs and business of Pan American	Chartered Accountant

Richard Bachman - President, Chief Executive Officer and Director

Mr. Bachman has been our president, chief executive officer and a director of our company since May 7, 2004. Mr. Bachman is a Certified Professional Geologist with American Institute of Professional Geologists. Mr. Bachman has over 24 years of experience in mining and mineral exploration including 9 years of international experience in South America, Africa, and Europe. He is the president and a director of Minera Cerro El Diablo Inc. (2003 to present), a mining company based in Reno, Nevada with projects in Chile. He is also President and a director of Minera Sucunduri Inc. (2002 to present), a mining company in Reno, Nevada with projects in Brazil. He was a regional geologist and exploration manager for Homestake Mining Company (1980 to 2002), a major gold mining company with projects in North America, South America, and Australia with an annual gold production of over 2 million ounces of gold per year. Homestake was acquired by Barrick Gold in 2001.

Gregory Burnett - Vice President, Corporate Affairs, Secretary and Director

Mr. Burnett has been a director of our company since June 2000 and was the president of our company from June 2000 to May 7, 2004. He has been our vice president, corporate affairs and secretary since May 7, 2004. Mr. Burnett is the president of Carob Management Ltd., a private management consulting company, specializing in providing due diligence services, developing business plans, and structuring/managing various venture capital projects, primarily in the public market area. Mr. Burnett serves on the board of directors and is a consultant to several public companies: Mr. Burnett obtained a Master of Business Administration degree in 1986 and a Bachelor of Applied Sciences Degree in Civil Engineering in 1984 from the University of British Columbia.

Michael Sweatman - Chief Financial Officer and Director

Mr. Sweatman has been our chief financial officer and director of our company since May 7, 2004. Mr. Sweatman has been a Chartered Accountant since 1982. Since 1998, he has operated an accounting firm providing tax, accounting and business advice to a number of clients in the Vancouver, British Columbia, Canada area. He also provides consulting services as part of MDS Management Ltd., including consulting projects covering a wide range of clients in a number of industries, including both publicly traded and private corporations.

Mr. Sweatman currently acts as CFO for Run of River Power Inc., a company which is a developer of small hydro electric projects. He serves as a director of Brownstone Resources Inc., a

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publicly traded company which invests primarily in mining projects, Treat Systems Inc., an inactive public company, and Maple Minerals Corp., a mining exploration company with properties in Canada, Australia, Guinea, west Africa and the Dominican Republic.

There are no family relationships between any of the directors or executive officers of our company.

There are no arrangements or understandings between any of the directors and/or executive officers and any other person pursuant to which that director and/or executive officer was selected.

B. Compensation

Other than as set forth in the table below, none of our executive officers was paid or earned compensation for performing his duties during the fiscal year ended December 31, 2004:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Annual Compensation			Long Term Compensation			All Other Compen- sation
		Salary	Bonus	Other Annual Compen- sation(2)	Awards(1)		Payouts
					Securities Under Options/ SARs Granted	Restricted Shares or Restricted Share Units	LTIP Payouts
Richard Bachman President, Chief Executive Officer and Director(3)	2004	Nil	Nil	$59,561(4)	1,000,000(5)	Nil	Nil	Nil
Gregory Burnett Vice President, Corporate Affairs, Secretary and Director(6)	2004	Nil	Nil	$43,315(7)	200,000(8)	Nil	Nil	Nil
Michael Sweatman Chief Financial Officer and Director(9)	2004	Ni.	Nil	$32,069(10)	100,000(11	Nil	Nil	Nil

(1)	Other than indicated below, we have not granted any restricted shares or restricted share units, stock appreciation rights or long term incentive plan payouts to the executive officers during the fiscal years indicated.
(2)	The value of perquisites and other personal benefits, securities and property for the executive officers that do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus are not reported herein.
(3)	Mr. Bachman became our president and chief executive officer on May 7, 2004.
(4)	Minera Teles Pires Inc., a company controlled by Mr. Bachman, received $59,561 from our company during the fiscal year ended December 31, 2004.

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(5)	Mr. Bachman was granted the right and option to purchase a total of 1,000,000 common shares at a price of $0.02 per share exercisable until May 7, 2009. The options vest at a rate of 83,333 per month. On August 6, 2004 Mr. Bachman exercised 166,666 options.
(6)	Mr. Burnett was our president and chief executive officer from June 2000 to May 7, 2004. He has been our vice president, corporate affairs and secretary since May 7, 2004.
(7)	Carob Management Ltd., a company controlled by Mr. Burnett, received $2,500 from our company during the fiscal year ended December 31, 2004.
(8)	Mr. Burnett was granted the right and option to purchase a total of 200,000 common shares at a price of $0.02 per share exercisable until May 7, 2009. The options vest at a rate of 33,333 per month.
(9)	Mr. Sweatman became our chief financial officer on May 7, 2004.
(10)	MDS Management Ltd., a company controlled by Mr. Sweatman, received $32,069 from our company during the fiscal year ended December 31, 2004.
(11)	Mr. Sweatman was granted the right and option to purchase a total of 100,000 common shares at a price of $0.02 per share exercisable until May 7, 2009. The options vest at a rate of 16,667 per month.

             As of the date of this annual report, we have no compensatory plan or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer's employment with our company, from a change in control of our company or a change in such officer's responsibilities following a change in control.

Compensation of Directors

No cash compensation was paid to any of our directors for director's services as a director during the fiscal year ended December 31, 2004. We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

C. Board Practices

The directors are re-elected at the annual general meeting of our shareholders and our officers are re-elected at a directors' meeting following the annual general meeting. The last annual general meeting was held on October 29, 2004, and each of our current directors and officers will continue to hold his respective office until his successor is elected or appointed, unless his office is earlier vacated under any of the relevant provisions of our Articles or of the Ontario Business Corporations Act.

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There are no service contracts between our company and any of our officers, directors or employees providing for benefits upon termination of employment.

As of the date of this annual report, our entire board of directors functions as our audit committee. The audit committee reviews and approves the scope of the audit procedures employed by our independent auditors, reviews the results of the auditor's examination, the scope of audits, the auditor's opinion on the adequacy of internal controls and quality of financial reporting and our accounting and reporting principles, policies and practices, as well as our accounting, financial and operating controls. The audit committee also reports to the board of directors with respect to such matters and recommends the selection of independent auditors. Before financial statements that are to be submitted to the shareholders at an annual general meeting are considered by the board of directors, such financial statements are submitted to the audit committee for review with the independent auditors, following which the report of the audit committee on the financial statements is submitted to the board of directors. The audit committee did not physically meet during the year ended December 31, 2004.

D. Employees

During the fiscal years ended December 31, 2004, 2003 and 2002, we did not have any employees other than our directors and officers.

We do not currently have any paid employees and have not experienced a significant change in the number of people we employ.

E. Share Ownership

There were 34,927,116 common shares, 1,133,334 stock options and 875,077 share purchase warrants issued and outstanding as of May 31, 2005. Of the shares issued and outstanding on that date, our directors and officers owned the following common shares:

Name Office Held	Number of Common Shares Beneficially Owned as of April 5, 2005	Percentage(1)
Richard Bachman President, Chief Executive Officer and Director	1,000,000(2)	2.78%
Gregory Burnett Vice President, Corporate Affairs, Secretary and Director	2,271,650(3)	6.47%
Michael Sweatman Chief Financial Officer and Director	100,000(4)	*%

*Less than 1%.

(1)	Based on 34,927,116 common shares issued and outstanding as at May 31, 2005, and the number of shares issuable upon the exercise of issued and outstanding stock options and share purchase warrants.
(2)	Includes options to acquire an aggregate of 833,334 shares of common stock exercisable within sixty days. Mr. Bachman has been granted options to purchase up to 1,000,000 shares of our common stock at a price

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of $0.02 per share exercisable until May 7, 2009. On August 6, 2004, Mr. Bachman exercised 166,666 of these options.

(3)	671,650 of these shares of common stock are held by Carob Management Ltd., a company wholly-owned by Gregory Burnett. Also includes options to acquire an aggregate of 200,000 shares of common stock exercisable within sixty days. Mr. Burnett has been granted options to purchase up to 200,000 shares of our common stock at a price of $0.02 per share exercisable until May 7, 2009.
(4)	Includes options to acquire an aggregate of 100,000 shares of common stock exercisable within sixty days. Mr. Sweatman has been granted options to purchase up to 100,000 shares of our common stock at a price of $0.02 per share exercisable until May 7, 2009.

             The voting rights attached to the common shares owned by our officers and directors do not differ from those voting rights attached to shares owned by people who are not officers or directors of our company.

There were no long-term incentive awards made to our executive officers during the fiscal year ended December 31, 2004 nor are there pension plan benefits in place for our executive officers.

Stock Option Plan

We have an incentive stock option plan that provides for the grant of incentive stock options to purchase our common shares to our directors, officers and key employees and other persons providing ongoing services to us. Our stock option plan is administered by our board of directors. The maximum number of our common shares which may be reserved and set aside for issuance under our stock option plan is 2,300,000 common shares. Each option upon its exercise entitles the grantee to one common share. The exercise price of common shares subject to an option will be determined by the board of directors at the time of grant. Options may be granted under our stock option plan for an exercise period of up to five ten years from the date of grant of the option or such lesser periods as may be determined by our board of directors.

During the year ended December 31, 2004, we granted the following stock options:

Name	Number of Options	Exercise Price	Expiry Date
Richard Bachman	1,000,000(1)	$0.02	May 7, 2009
Gregory Burnett	200,000	$0.02	May 7, 2009
Michael Sweatman	100,000	$0.02	May 7, 2009

⁽¹⁾             On August 6, 2004 we issued 166,666 shares of our common stock to Mr. Bachman upon part exercise of his option.

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ITEM 7		Major Shareholders and Related Party Transactions
A.	Major Shareholders

There were 34,927,116 shares of our common stock issued and outstanding as of May 31, 2005. The following table sets forth, as of May 31, 2005, persons known to us to be the beneficial owner of more than five (5%) of our common shares:

Name	Amount Owned(1)	Percent of Class(2)
Richard Bachman	1,000,000(3)	2.78%
Gregory Burnett	2,271,650(4)	6.47%
Michael Sweatman	100,000(5)	*%
Officers and Directors as a Group	3,204,984(6)	8.89%

* Less than 1%.

(1)	We believe that all persons hold legal title and have no knowledge of actual ownership.
(2)	The percentages are based upon 34,927,116 shares of our common stock issued and outstanding as at May 31, 2005, and the number of shares issuable upon the exercise of issued and outstanding stock options and share purchase warrants.
(3)	Includes 833,334 options exercisable within sixty days.
(4)	Includes 200,000 options exercisable within sixty days.
(5)	Includes 100,000 options exercisable within sixty days.
(6)	Includes a total of 1,133,334 options exercisable within sixty days.

There has been no significant change in the percentage ownership of any of our major shareholders during the years ended December 31, 2004, 2003 or 2002.

The voting rights of our major shareholders do not differ from the voting rights of holders of our company's shares who are not major shareholders.

As of May 31, 2005, the registrar and transfer agent for our company reported that there were 34,927,116 shares of our common stock issued and outstanding. Of those common shares issued and outstanding, 30,797,013 common shares were registered to Canadian residents (2,554 shareholders), 1,839,079 common shares were registered to residents of the United States (80 shareholders) and 2,291,024 common shares were registered to residents of other foreign countries (18 shareholders).

To the best of our knowledge, we are not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person.

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

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B. Related Party Transactions

During the year ended December 31, 2004, we paid Amisano Hanson fees for accounting services totalling $nil (2003: $10,375; 2002: $8,100) and rent of $1,500 (2003: $6,000; 2002: $6,000). Kevin Hanson, a former director of our company, is a partner of Amisano Hanson. There is also a loan in the amount of $43,500 due to a shareholder of our company. We paid interest of $nil (2003: $4,166; 2002: $25,000) on a loan in the amount of $314,583 from Greg Burnett, which was settled by the issuance of 314,583 shares during the year ended December 31, 2003. We paid consulting fees of $322,305 (2003: $30,000; 2002: $30,000) to Greg Burnett, Richard Bachman and Michael Sweatman, the directors and officers of our company.

ITEM 8 Financial Information

Our financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars.

All audited financial statements are in Canadian Dollars.

Financial Statements Filed as Part of the annual report:

Financial Statements for the Years Ended December 31, 2004 and 2003 (audited):

Auditors' Report dated April 27, 2005, together with Comments by Auditors for U.S. Readers on Canada - U.S. Reporting Conflict.

Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002.

Consolidated Balance Sheets for the years ended December 31, 2004 and 2003.

Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002.

Consolidated Statements of Shareholder’s Equity for the years ended December 31, 2004, 2003 and 2002.

Notes to Financial Statements.

See Item 18 "Financial Statements".

Legal Proceedings

Other than as set forth below, there are no pending legal proceedings to which we are a party or of which any of our property is the subject. There are no legal proceedings to which any director, officer or affiliate of our company or any associate of any such director, officer or affiliate of our company is a party or has a material interest adverse to us.

On September 1, 2001 we brought an action in the Superior Court of Ontario in Toronto, Canada against Contact Solutions Group Inc. and Parry Rosenberg, the principal of Contact Solutions Group Inc., for the recovery of $500,000 previously loaned to Contact Solutions. Contact Solutions and Parry Rosenberg in turn brought a counterclaim against us claiming $3,000,000 damages for breach of a share purchase agreement between us and Contact Solutions and a further $500,000 in punitive damages. The counterclaim has been dismissed and the defendants have declared bankruptcy.

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Dividend Distributions

Holders of our common shares are entitled to receive such dividends as may be declared from time to time by our board of directors, in its discretion, out of funds legally available for that purpose. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.

Significant Changes

During the year ended December 31, 2004, we entered into a share purchase agreement, dated May 6, 2004, with Pan American Nevada, Graham Douglas and the shareholders of Pan American Nevada, whereby we acquired Pan American Nevada in consideration for the issue of an aggregate of 3,370,000 shares of common stock of our company. We issued the 3,370,000 shares on September 8, 2004. The shares represented approximately 9.9% of our company's outstanding shares at closing.

ITEM 9 The Offer and Listing

Price History

Our shares began trading on the OTC Bulletin Board on April 16, 2004 under the symbol TRIVF. On June 2, 2004 our symbol changed from "TRIVF" to "PNAMF" and our CUSIP number changed to 697840 10 6.

The high and low market prices of our common shares for the most recent year (May, 2004 through May, 2005) since our common shares were quoted for trading on the OTC Bulletin Board were as follows:

	Month Ended		OTCBB High	OTCBB Low
	May 1 to May 31, 2005		$0.22	$0.17
	April 30, 2005		$0.26	$0.17
	March 31, 2005		$0.33	$0.23
	February, 2005		$0.38	$0.23
	January 31, 2005		$0.62	$0.28
	December 31, 2004		$0.67	$0.36
	November 30, 2004		$0.69	$0.55
	October 31, 2004		$0.73	$0.48
	September 30, 2004		$0.88	$0.45
	August 31, 2004		$1.13	$0.59
	July 31, 2004		$1.06	$0.90
	June 30, 2004		$0.99	$0.54(1)
	May 31, 2004		no trades	no trades
(1)		We effected a reverse split on the basis of 7 to 1 on June 2, 2004.

The transfer of our common shares is managed by our transfer agent, CIBC Mellon Trust Company of Canada, #1600 - 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1 (Telephone: 604.688.4330; Facsimile: 604.688.4301).

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C. Markets

Our common shares trade exclusively on the Over-the-Counter Bulletin Board (as they have traded since April 16, 2004). Our symbol is "PNAMF" and our CUSIP number is 697840 10 6.

ITEM 10		Additional Information
B.	Memorandum and Articles of Association

The information required by this section is incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2001.

C. Material Contracts

We entered into the following material contracts during the fiscal years ended December 31, 2004 and 2003:

1.          Share Exchange Agreement dated May 6, 2004 with Pan American Gold Corporation, a Nevada corporation, Graham Douglas and the shareholders of Pan American Nevada.

2. Option Agreement dated February 1, 2005 with Mineral Cerro El Diablo Inc.

3.          Subscription Agreement dated October 5, 2004 with Patrick Brauckmann with respect to the purchase of 227,272 units of our company at a price of US$0.66 per unit.

4.          Subscription Agreement dated October 5, 2004 with Abeir Haddad with respect to the purchase of 227,272 units of our company at a price of US$0.66 per unit.

5.          Membership Interest Liquidation Agreement dated December 31, 2004 with Cactus Precious Metals LLC.

6.          Subscription Agreement dated March 7, 2005 with Hugh Steine with respect to the purchase of 420,533 units of our company at a price of US$0.60 per unit.

D. Exchange Controls

There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See "Taxation" below.

E. Taxation

Canadian Federal Income Taxation

We consider that the following summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who at all material times deals at arm's length with our company, who holds all common shares as capital property, who is resident in the United States, who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his common shares of our company in connection with carrying on a business in Canada (a "non-resident holder"). It is assumed that the common shares will at all material times be listed on a stock exchange that is prescribed for purposes of the IncomeTax Act (Canada) (the "ITA") and regulations thereunder.

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Investors should be aware that the Canadian federal income tax consequences applicable to holders of our common shares will change if, for any reason, we cease to be listed on a prescribed stock exchange. Accordingly, holders and prospective holders of our common shares should consult with their own tax advisors with respect to the income tax consequences of them purchasing, owing and disposing of our common shares should we cease to be listed on a prescribed stock exchange.

This summary is based upon the current provisions of the ITA, the regulations thereunder, the Canada-United States Tax Convention as amended by the Protocols thereto (the "Treaty") as at the date of the registration statement and the currently publicly announced administrative and assessing policies of the Canada Customs and Revenue Agency (the "CCRA"). This summary does not take into account Canadian provincial income tax consequences. This description is not exhaustive of all possible Canadian federal income tax consequences and does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action. This summary does, however, take into account all specific proposals to amend the ITA and regulations thereunder, publicly announced by the Government of Canada to the date hereof.

This summary does not address potential tax effects relevant to our company or those tax considerations that depend upon circumstances specific to each investor. Accordingly, holders and prospective holders of our common shares should consult with their own tax advisors with respect to the income tax consequences to them of purchasing, owning and disposing of common shares in our company.

Dividends

The ITA provides that dividends and other distributions deemed to be dividends paid or deemed to be paid by a Canadian resident corporation (such as our company) to a non-resident of Canada shall be subject to a non-resident withholding tax equal to 25% of the gross amount of the dividend of deemed dividend. Provisions in the ITA relating to dividend and deemed dividend payments to and gains realized by non-residents of Canada, who are residents of the United States, are subject to the Treaty. The Treaty may reduce the withholding tax rate on dividends as discussed below.

Article X of the Treaty as amended by the US-Canada Protocol ratified on November 9, 1995 provides a 5% withholding tax on gross dividends or deemed dividends paid to a United States corporation which beneficially owns at least 10% of the voting stock of the company paying the dividend. In cases where dividends or deemed dividends are paid to a United States resident (other than a corporation) or a United States corporation which beneficially owns less than 10% of the voting stock of a company, a withholding tax of 15% is imposed on the gross amount of the dividend or deemed dividend paid. We would be required to withhold any such tax from the dividend and remit the tax directly to CCRA for the account of the investor.

The reduction in withholding tax from 25%, pursuant to the Treaty, will not be available:

(a)if the shares in respect of which the dividends are paid formed part of the business property or were otherwise effectively connected with a permanent establishment or fixed base that the holder has or had in Canada within the 12 months preceding the disposition, or

(b) the holder is a U.S. LLC which is not subject to tax in the U.S.

The Treaty generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization exclusively administering a pension,

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retirement or employee benefit fund or plan, if the organization is resident in the U.S. and is exempt from income tax under the laws of the U.S.

Capital Gains

A non-resident holder is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of one of our shares unless the share represents "taxable Canadian property" to the holder thereof. Our common shares will be considered taxable Canadian property to a non-resident holder only if-.

(a)	the non-resident holder;
(b)	persons with whom the non-resident holder did not deal at arm's length - or
(c)	the non-resident holder and persons with whom he did not deal at arm's length,

owned not less than 25% of the issued shares of any class or series of our company at any time during the five year period preceding the disposition. In the case of a non-resident holder to whom shares of our company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will generally be payable on a capital gain realized on such shares by reason of the Treaty unless:

(a)the value of such shares is derived principally from real property (including resource property) situated in Canada,

(b)the holder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he ceased to be a resident of Canada,

(c)they formed part of the business property or were otherwise effectively connected with a permanent establishment or fixed base that the holder has or bad in Canada within the 12 months preceding the disposition, or

(d) the holder is a U.S. LLC which is not subject to tax in the U.S.

If subject to Canadian tax on such a disposition, the taxpayer's capital gain (or capital loss) from a disposition is the amount by which the taxpayer's proceeds of disposition exceed (or are exceeded by) the aggregate of the taxpayer's adjusted cost base of the shares and reasonable expenses of disposition. For Canadian income tax purposes, the "taxable capital gain" is equal to one-half of the capital gain.

United States Federal Income Taxation

The following is a discussion of the material United States Federal income tax consequences, under current law, applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. 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, or foreign tax consequences. (See "Canadian Federal Income Tax Consequences" above.)

The following discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published

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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 recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

The discussion below does not address potential tax effects relevant to our company or those tax considerations that depend upon circumstances specific to each investor. In addition, this discussion does not address the tax consequences that may be relevant to particular investors subject to special treatment under certain U.S. Federal income tax laws, such as, dealers in securities, tax-exempt entities, banks, insurance companies and non-U.S. Holders. Purchasers of the common stock should therefore satisfy themselves as to the overall tax consequences of their ownership of the common stock, including the State, local and foreign tax consequences thereof (which are not reviewed herein), and should consult their own tax advisors with respect to their particular circumstances.

U.S. Holders

As used herein, a "U.S. Holder" includes a beneficial holder of common shares of our company who is a citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, any trust if a US court is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, any entity created or organized in the United States which is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of common shares of our company is effectively connected with the conduct of a trade or business in the United States. 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, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

Dividend Distribution on Shares of our Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to the common shares of our company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be deducted or may be credited against actual tax payable, subject to certain limitations and other complex rules, against the U.S. Holder's United States Federal taxable income. See "Foreign Tax Credit" below. To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital to the extent of the shareholder's basis in the common shares of our company and thereafter as gain from the sale or exchange of the common shares of our company. Preferential tax rates for net long term capital gains may be applicable to a U.S. Holder which is an individual, estate or trust.

In general, dividends paid on our common shares will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.

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Foreign Tax Credit

A U.S. Holder who pays (or who has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the election of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. This election is made on a year-by-year basis and generally applies to all foreign income 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 share 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 determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern income such as "passive income", "high withholding tax interest", "financial services income", "shipping income" and certain other classifications of income. A U.S. Holder who is treated as a domestic U.S. corporation owning 10% or more of our voting stock is also entitled to a deemed paid foreign tax credit in certain circumstances for the underlying foreign tax of our company related to dividends received or Subpart F income received from us. (See the discussion below of Controlled Foreign Corporations). The availability of the foreign tax credit and the application of the limitations on the foreign tax credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares

If a "U.S. Holder" is holding shares as a capital asset, a gain or loss realized on a sale of our common shares will generally be a capital gain or loss, and will be long-term if the shareholder has a holding period of more than one year. However, gains realized upon sale of our common shares may, under certain circumstances, be treated as ordinary income, if we were determined to be a "collapsible corporation" within the meaning of Code Section 341 based on the facts in existence on the date of the sale (See below for definition of "collapsible corporation"). The amount of gain or loss recognized by a selling U.S. Holder will be measured by the difference between (i) the amount realized on the sale and (ii) his tax basis in our common shares. Capital losses are deductible only to the extent of capital gains. However, in the case of taxpayers other than corporations (U.S.)$3,000 ($1,500 for married individuals filing separately) of capital losses are deductible against ordinary income annually. In the case of individuals and other non-corporate taxpayers, capital losses that are not currently deductible may be carried forward to other years. In the case of corporations, capital losses that are not currently deductible are carried back to each of the three years preceding the loss year and forward to each of the five years succeeding the loss year.

A "collapsible corporation" is a corporation that is formed or availed principally to manufacture, construct, produce, or purchase prescribed types or property that the corporation holds for less than three years and that generally would produce ordinary income on its disposition, with a view to the stockholders selling or exchanging their stock and thus realizing gain before the corporation realizes two thirds of the taxable income to be derived from prescribed property. Prescribed property includes: stock in trade and inventory; property held primarily for sale to customers in the ordinary course of business; unrealized receivables or fees, consisting of rights to payment for noncapital assets delivered or to be delivered, or services rendered or to be rendered to the extent not previously included in income, but excluding receivables from selling property that is not prescribed; and property gain on the sale of which is subject to the capital gain/ordinary loss rule. Generally, a shareholder who owns directly or indirectly 5 percent or less of the outstanding stock of the corporation may treat gain on the sale of his shares as capital gain.

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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 Registrant. Our management is of the opinion that there is little, if not, any likelihood that we will be deemed a "Foreign Personal Holding Company", a "Foreign Investment Company" or a "Controlled Foreign Corporation" (each as defined below) under current and anticipated conditions.

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% or more of our gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), we would be treated as a "foreign personal holding company." In that event, U.S. Holders that hold common shares in our capital would be required to include in income for such year their allocable portion of our passive income which would have been treated as a dividend had that passive income actually been distributed.

Foreign Investment Company

If 50% or more of the combined voting power or total value of our outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and we are found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that we might be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging our common shares to be treated as ordinary income rather than capital gains.

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 two 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 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. For taxable years of U.S. persons beginning after December 31, 1997, and for tax years of foreign corporations ending with or within such tax years, the Taxpayer Relief Act of 1997 provides that publicly traded corporations must apply this test on a fair market value basis only. The Registrant believes that it is a PFIC.

As a PFIC, each U.S. Holder must determine under which of the alternative tax methods it wishes to be taxed. Under one method, a U.S. Holder who elects in a timely manner to treat the Registrant as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which we qualify as a PFIC on his pro-rata share of our (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)

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"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) our taxable year ends, regardless of whether such amounts are actually distributed. Such an election, once made shall apply to all subsequent years unless revoked with the consent of the IRS.

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 our 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 our annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is an individual, such an interest charge would be not deductible.

The procedure a U.S. Holder must comply with in making an 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 we are 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, we qualified as a PFIC in a prior year, then the U.S. Holder may make an "Unpedigreed QEF Election" by recognizing as an "excess distribution" (i) under the rules of Section 1291 (discussed below), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date (Deemed Sale Election) or (ii) if we are a controlled foreign corporation ("CFC"), the Holder's pro rata share of the corporation's earnings and profits (Deemed Dividend Election) (But see "Elimination of Overlap Between Subpart F Rules and PFIC Provisions"). The effect of either the deemed sale election or the deemed dividend election is to pay all prior deferred tax, to pay interest on the tax deferral and to be treated thereafter as a Pedigreed QEF as discussed in the prior paragraph. With respect to a situation in which a Pedigreed QEF election is made, if we no longer qualify as a PFIC in a subsequent year, normal Code rules and not the PFIC rules will apply.

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", as specially defined, by our company. An "excess distribution" is any current-year distribution in respect of PFIC stock that represents a rateable portion of the total distributions in respect of the stock during the year that exceed 125 percent of the average amount of distributions in respect of the stock during the three preceding 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 our first taxable year during such U.S. Holder's holding period and beginning after January, 1987 for which it was a PFIC) would be taxed at the highest 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 deferred 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 U.S. Holder that is an individual is not allowed a deduction for interest on the deferred tax liability. The portions of gains and distributions that are not characterized as "excess distributions" are subject to tax in the current year under the normal tax rules of the Internal Revenue Code.

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If we are a PFIC for any taxable year during which a Non-electing U.S. Holder holds common shares, then we 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.

Under Section 1291(f) of the Code, the Department of the Treasury has issued proposed regulations that would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. 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 we are a PFIC and the U.S. Holder holds our shares) (a "Unpedigreed 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 should consult their tax advisors regarding the specific consequences of making a Non-Pedigreed QEF Election.

Certain special, generally adverse, rules will apply with respect to the common shares while we are a PFIC whether or not it is treated as a QEF. For example under Section 1297(b)(6) of the Code (as in effect prior to the Taxpayer Relief Act of 1997), a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such stock.

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. 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 Registrant are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in our company. For a discussion of the impact of the Taxpayer Relief Act of 1997 on a U.S. Holder of a PFIC, see "Mark-to-Market Election For PFIC Stock Under the Taxpayer Relief Act of 1997" and "Elimination of Overlap Between Subpart F Rules and PFIC Provisions" below.

Mark-to-Market Election for PFIC Stock Under the Taxpayer Relief Act of 1997

The Taxpayer Relief Act of 1997 provides that 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 SEC, (2) the national market system established under Section II A 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

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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 CFC (discussed below), the CFC is treated as a U.S. person that may make the mark-to-market election. Amounts includible 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.

The above provisions apply to tax years of U.S. persons beginning after December 31, 1997, and to tax years of foreign corporations ending with or within such tax years of U.S. persons.

The rules of Code Section 1291 applicable to nonqualified funds as discussed above 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 co-ordination rule applies to ensure that the taxpayer does not avoid the interest charge with respect to amounts attributable to periods before the election.

Controlled Foreign Corporation Status

If more than 50% of the voting power of all classes of stock or the total value of the stock of our company is owned, directly or indirectly, by U.S. Holders, each of whom own after applying rules of attribution 10% or more of the total combined voting power of all classes of stock of our company, we 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 our company and our earnings invested in "U.S. property" (as defined by Section 956 of the Code). In addition, under Section 1248 of the Code if we are considered a CFC at any time during the five year period ending with the sale or exchange of its stock, gain from the sale or exchange of common shares of our company by such a 10% U.S. Holder of our common stock at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of our earnings and profits attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because we 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

Under the Taxpayer Relief Act of 1997, 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

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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 new provision, if we 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 U.S Holders for any periods in which Subpart F does not apply (for example he is no longer a 10% Holder or we are no longer a CFC) 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 our company as if those shares had been sold.

ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES OF OUR COMPANY.

H. Documents on Display

Documents concerning our company referred to in this annual report may be viewed during normal business hours at our registered and records office at Suite 800 - 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3H1 by making an appointment.

I. Subsidiary Information

As at the date of this annual report, we have two subsidiaries, Pan American Gold Corporation, a company incorporated pursuant to the laws of the State of Nevada and 680102 B.C. Ltd., a company incorporated under the laws of the Province of British Columbia, which is currently inactivate.

ITEM 11		Quantitative and Qualitative Disclosures About Market Risk
	Not applicable.
ITEM 12			Description of Securities Other Than Equity Securities
	Not applicable.

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

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2004. This evaluation was carried out under the supervision and with the participation of our company's management, including our

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company's president and chief executive officer. Based upon that evaluation, our company's president and chief executive officer concluded that our company's disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to management, including our company's president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.

ITEM 16	Reserved
ITEM 16A	Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

ITEM 16B Code of Ethics

Code of Ethics

Effective July 15, 2004, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's president (being our principal executive officer) and our company's vice president and chief financial officer (being our principal financial and accounting officer and controller), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

(3) compliance with applicable governmental laws, rules and regulations;

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(4) the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

(5) accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president or secretary.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company's president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission as Exhibit 14.1 to our annual report filed on July 15, 2004. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Pan American Gold Corporation, Suite 605 - 475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3.

ITEM 16C Principal Accountant Fees and Services

Audit Fees

Our board of directors appointed Bedford Curry & Co. as independent auditors to audit our financial statements for the fiscal year ended December 31, 2004. The aggregate fees billed by Bedford Curry & Co. for professional services rendered for the audit of our annual financial statements included in this annual report for the fiscal year ended December 31, 2004 were $16,000 and for the fiscal year ended December 31, 2003 were $4,000.

Audit Related Fees

For the fiscal year ended December 31, 2004 and 2003, the aggregate fees billed for assurance and related services by Bedford Curry & Co. relating to our quarterly financial statements which are not reported under the caption "Audit Fees" above, were $7,000 and $Nil, respectively.

Tax Fees

For the fiscal year ended December 31, 2004 and 2003, the aggregate fees billed for tax compliance, tax advice and tax planning by Bedford Curry & Co. were $Nil and $Nil, respectively

All Other Fees

- 49 -

For the fiscal year ended December 31, 2004 and 2003, the aggregate fees billed by Bedford Curry & Co. for other non-audit professional services, other than those services listed above, totalled $5,000 and $Nil, respectively.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Bedford Curry & Co. is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee; or

- entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

             The audit committee pre-approves all services provided by our independent auditors. All of the fees described above were preapproved by the audit committee.

The audit committee has considered the nature and amount of the fees billed by Bedford Curry & Co., and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining Bedford Curry & Co. independence.

ITEM 16D.		Exemption from the Listing Standards for Audit Committees
	Not Applicable.
ITEM 16E		Purchases of Equity Securities the Company and Affiliated Purchasers
	Not Applicable.

- 50 -

PART III

ITEM 17		Financial Statements
	Refer to Item 18 - Financial Statements.
ITEM 18		Financial Statements

Financial Statements Filed as Part of the annual report:

Audited Financial Statements for the years ended December 31, 2004 and 2003:

Auditors' Report dated April 27, 2005, together with Comments by Auditors for U.S. Readers on Canada - U.S. Reporting Conflict.

Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002.

Consolidated Balance Sheets for the years ended December 31, 2004 and 2003.

Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002.

Consolidated Statements of Shareholder’s Equity for the years ended December 31, 2004, 2003 and 2002.

Notes to Financial Statements.

- 51 -

CONSOLIDATED FINANCIAL STATEMENTS

PAN AMERICAN GOLD CORPORATION

(formerly Tri-Lateral Venture Corporation)

VANCOUVER, BRITISH COLUMBIA, CANADA

DECEMBER 31, 2004, 2003 AND 2002

1. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2. CONSOLIDATED STATEMENTS OF OPERATIONS

3. CONSOLIDATED BALANCE SHEETS

4. CONSOLIDATED STATEMENTS OF CASH FLOWS

5. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

6. NOTES TO FINANCIAL STATEMENTS

- 52 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

of Pan American Gold Corporation

We have audited the accompanying consolidated balance sheets of Pan American Gold Corporation as at December 31, 2004 and 2003 and the related consolidated statements of operations, shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits

We conducted our audits 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 the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pan American Gold Corporation as at December 31, 2004 and 2003 and the consolidated results of their operations and their cash flows for the years then ended in conformity with Canadian generally accepted accounting principles.

The financial statements as at December 31, 2002 and for the year then ended were examined by other auditors who expressed an opinion without reservation on those financial statements in their report dated April 15, 2003.

Vancouver, British Columbia, Canada
April 27, 2005		CHARTERED ACCOUNTANTS

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA - U.S. REPORTING CONFLICT

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is substantial doubt about a company's ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As discussed in Note 1 to the accompanying financial statements, the Company is in the process of exploring its mineral properties and has not yet determined whether the properties contain ore reserves that are economically recoverable, which raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our report to the shareholders dated April 27, 2005 is expressed in accordance with Canadian reporting standards which do not permit a reference to such uncertainty in the auditors' report when the uncertainty is adequately disclosed in the financial statements.

Vancouver, British Columbia, Canada

April 27, 2005CHARTERED ACCOUNTANTS

- 53 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

2004 2003 2002

EXPENSES

Consulting	$	359,258			32,500				30,000
Legal			71,742			13,862			23,918
Accounting			29,194			12,875			12,085
Filing fees			20,411			17,154			12,087
Rent, office and administration			18,048			10,131				7,437
Travel and promotion			13,559					-		5,950
Transfer agent				5,807			6,814		11,724
Interest and bank charges				3,402			8,875		50,233

(521,421) (102,211) (153,434)

OTHER INCOME (EXPENSES)

Partnership income				204,402									-				-
Foreign exchange gain					56,504								-				-
Interest earned						151					26					388
Write-off of advances			(18,054)										-				-
Interest on promissory note		(149,893)											-				-
Mineral properties written-off	(554,261)								(7,500)								-
Gain on forgiveness of debt								-		5,310							-
Gain on settlement of accounts payable							-					-			51,072
Loss on write-off of promissory note receivable							-					-		(500,000)

(461,151) (2,164) (448,540)

NET LOSS $ (982,572) (104,375) (601,974)

 

BASIC AND DILUTED NET LOSS PER SHARE $ (0.03) (0.00) (0.03)

 

WEIGHTED AVERAGE NUMBER OF ISSUED SHARES

USED TO COMPUTE NET LOSS PER SHARE 32,775,811 28,358,659 23,604,378

 

- 54 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

CONSOLIDATED BALANCE SHEETS

December 31, 2004 and 2003 Expressed in Canadian dollars

2004 2003

ASSETS

Current

	Cash	$	84,559			2,729
Other receivables				33,830		1,970
Deposits					18,951		-

Total current assets 137,340 4,699

Reclamation bond			36,114		-
Investment in limited partnership [Note 4]	2,926,910				-
Resource properties [Note 5]		328,209		12,775

Total assets $ 3,428,573 17,474

 

LIABILITIES

Current

	Accounts payable and accrued expenses	$		8,321	56,078
Loans payable [Note 6]			43,500		50,408

Total current liabilities 51,821 106,486

Promissory note [Note 4] 2,923,968 -

Total liabilities 2,975,789 106,486

SHAREHOLDERS' EQUITY (DEFICIENCY)

Share capital [Note 7]		7,446,962				6,769,726
Contributed surplus			156,461				2,000
Share subscriptions [Note 7]				692,671				-
Deficit	(7,843,310)				(6,860,738)

Total shareholders' equity (deficiency) 452,784 (89,012)

Total liabilities and shareholders' equity (deficiency) $ 3,428,573 17,474

 

APPROVED ON BEHALF OF THE BOARD:

"Greg Burnett" "Michael Sweatman"

DirectorDirector

- 55 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

2004 2003 2002

 

OPERATIONS

Net loss $ (982,572) (104,375) (601,974)

Items not involving cash:

	Mineral properties written-off		554,261						7,500						-
Stock-based compensation			186,641								-				-
Interest expense			149,893								-				-
Write-off of advances				18,054							-				-
Write-off of other asset				10,574							-				-
Partnership income		(152,835)									-				-
Gain on settlement of accounts payable					-					-			(51,072)
Gain on forgiveness of debt						-		(5,310)							-
Loss on write-off of promissory note receivable							-					-		500,000

(215,984) (102,185) (153,046)

Changes in non-cash working capital balances:

	Decrease (increase) in other receivables	(16,779)		(1,063)				96
Increase in deposits			(18,951)			-			-
Increase (decrease) in accounts payable and accrued expenses		(70,088)			49,804		62,388

Cash used in operating activities (321,802) (53,444) (90,562)

INVESTING

Cash acquired from business combination			322,191		-		-
Increase in advances		(18,054)			-		-
Increase in reclamation bonds		(36,114)			-		-
Increase in resource properties	(553,487)			(7,619)		(12,656)

Cash used in investing activities (285,464) (7,619) (12,656)

FINANCING

Increase in share subscriptions	692,671				-		-
Increase in shares issued			3,333		-		-
Increase (decrease) in loans payable		(6,908)		50,408		(120,080)

Cash provided by financing activities 689,096 50,408 (120,080)

Increase (decrease) in cash 81,830 (10,655) (223,298)

Cash, beginning of year			2,729	13,384		236,682
CASH, end of year	$	84,559			2,729		13,384

 

- 56 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

Deficit

Accumulated

During the

Common Shares

Contributed

Share

Exploration

Shares

Amount

Surplus

Subscriptions

Stage

Total

Balance, December 31, 2001 3,372,872 $ 5,783,259 $ 2,000 $ - $ (6,154,389) $ (369,130)

2002

Net loss - - - - (601,974) (601,974)

Balance, December 31, 2002 3,372,872 5,783,259 2,000 - (6,756,363) (971,104)

2003

Common shares issued for

	debt settlement	986,467		986,467		-	-		-		986,467
Net loss			-		-	-	-	(104,375)		(104,375)

Balance, December 31, 2003 4,359,339 6,769,726 2,000 - (6,860,738) (89,012)

2004

7:1 share split 26,156,034 - - - - -

Common shares issued for

business acquisition 3,370,000 641,723 - - - 641,723

Common shares issued for cash-

	stock options exercised	166,666				3,333				-			-			-			3,333
Share subscriptions received			-				-			-		692,671				-		692,671
Stock-based compensation			-				-		186,641				-			-		186,641
Stock options exercised			-		32,180				(32,180)				-			-				-
Net loss				-				-			-			-	(982,572)		(982,572)

Balance, December 31, 2004 34,052,039 $ 7,446,962 $ 156,461 $ 692,671 $ (7,843,310) $ 452,784

 

- 57 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

1. NATURE OF OPERATIONS

 

Pan American Gold Corporation (the "Company"), incorporated in Ontario, Canada, is a public company listed on the OTC Bulletin Board in the United States. On May 6, 2004 the Company changed its name from Tri-Lateral Venture Corporation to Pan American Gold Corporation.

The Company is in the exploration stage and its principal business activity is the sourcing and exploration of resource properties.

At December 31, 2004, the Company was in the process of exploring its resource properties and has not yet determined whether the properties contain ore reserves that are economically recoverable. The recoverability of amounts shown for resource properties is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development, and upon future profitable production or proceeds from the disposition thereof.

The Company incurred a loss of $982,572 for the year ended December 31, 2004 (2003: $104,375; 2002: $601,974), and had a deficit of $7,843,310 at December 31, 2004 (2003: $6,860,738) which has been funded primarily by the issuance of equity. The Company's ability to continue its operations and to realize assets at their carrying values is dependent upon the continued support of its shareholders, obtaining additional financing, and generating revenues sufficient to cover its operating costs.

These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

2. SIGNIFICANT ACCOUNTING POLICIES

 

Principles of consolidation and basis of accounting - These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and are prepared in Canadian dollars in accordance with generally accepted accounting principles in Canada. All significant inter-company transactions and balances have been eliminated upon consolidation.

Resource properties - The company accounts for resource properties in accordance with the Canadian Institute of Chartered Accountants Handbook Section 3061, "Property, plant and equipment" ("CICA 3061"), and abstract EIC 126, "Accounting by Mining Enterprises for Exploration Costs" ("EIC 126") of the Emerging Issues Committee. CICA 3061 provides for the capitalization of the acquisition and exploration costs of a mining property where such costs are considered to have the characteristics of property, plant and equipment. EIC 126 provides that a mining enterprise is not precluded from considering exploration costs to have the characteristics of property, plant and equipment when it has not established mineral reserves objectively and, therefore, does not have a basis for preparing a projection of the estimated future net cash flow from the property.

- 58 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Resource properties include initial acquisition costs and related option payments, which are recorded when paid. Exploration and development costs are capitalized until properties are brought into production, at which time costs are amortized on a unit of production basis over economically recoverable reserves. Option payments are credited against resource property costs when received. No gain or loss on disposition of a partial interest is recorded until all carrying costs of the interest have been offset by proceeds of sale or option payments received.

CICA 3061 also provides that property, plant and equipment be written down when the long-term expectation is that the net carrying amount will not be recovered. EIC 126 states that a mining enterprise which has not objectively established mineral reserves and, therefore, does not have a basis for preparing a projection of the estimated future cash flow from a property is not obliged to conclude that the capitalized costs have been impaired.

However, EIC 126 references certain conditions that should be considered in determining subsequent write-downs, such as changes or abandonment of a work program or poor exploration results, and management reviews such conditions to determine whether a write-down of capitalized costs is required. When the carrying value of a property exceeds its net recoverable amount, provision is made for the impairment in value.

Environmental expenditures and land reclamation costs - The operations of the Company have been, and may in the future be, affected from time to time in varying degrees by changes in environmental regulations, including those for future rehabilitation and site restoration costs. Both the likelihood of a new regulations and their overall effect upon the Company may vary from region to region and are not entirely predictable. The Company's policy is to meet, or if possible surpass, standards set by relevant legislation by application of technically proven and economically feasible measures. Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against statements of earnings as incurred or capitalized and amortized depending upon their future economic benefits. The Company does not anticipate any material capital expenditures for environmental control facilities because it is at an early stage of exploration. Estimated future rehabilitation and site restoration costs are considered minimal.

Investment in limited partnership - The Company accounts for its limited partnership investment using the cost basis of accounting, whereby the initial investment is recorded at cost and earnings are recorded only to the extent received or receivable. The Company annually reviews the carrying value of its limited partnership investment for any decline in fair value other than a temporary decline. If such a decline occurs, the carrying value of the limited partnership investment is written down to fair value.

Foreign currency translation - The accounts of the Company's non-Canadian subsidiary, which is considered to be dependent on the Company, and transactions of Canadian operations denominated in foreign currencies are translated to Canadian dollars using the temporal method. Under this method, monetary assets and liabilities are translated at current rates of exchange and other assets and liabilities are translated at historical rates of exchange. Revenues and expenses are translated at average rates of exchange for the year. All exchange gains and losses are recognized currently in earnings.

- 59 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Earnings (loss) per share - Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding and the treasury stock method is used to calculate diluted earnings per share. For the years presented, this calculation proved to be anti-dilutive.

Stock-based compensation - The Company has a stock option plan which is described in Note 8. The Company follows the recommendations in CICA Handbook Section 3870 "Stock-Based Compensation and Other Stock-Based Payments", which provides standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services. In accordance with these recommendations, stock options are recorded at their fair value on the date of grant as compensation expense. On the exercise of stock options, share capital is credited for consideration received and for fair value amounts previously credited to contributed surplus.

Income taxes - Income taxes are accounted for under the asset and liability method. Under the asset and liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using substantively enacted tax rates expected to be recovered or settled. The effect on future tax assets and liabilities of changes in tax rates is recognized in income in the period that substantive enactment occurs.

Flow-through shares - The Company follows the recommendations of Emerging Issues Committee - 146 ("EIC-146") of the Canadian Institute of Chartered Accountants with respect to flow-through shares. The application of EIC-146 requires the recognition of the foregone tax benefit of exploration expenditures renounced to shareholders. In accordance with these recommendations the carrying value of the shares issued is reduced by the tax effect of the benefits renounced to subscribers on the date the Company renounces the tax credits associated with the exploration expenditures, provided there is reasonable assurance that the expenditures will be made.

Financial instruments - The Company's financial instruments consist of cash, other receivables, deposits, reclamation bond, investment in limited partnership, accounts payable and accrued expenses, loans payable and promissory note. The loans payable are non interest-bearing.

It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed.

- 60 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Use of estimates - The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairments, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Asset retirement obligations - On January 1, 2004, the Company adopted the Canadian Institute of Chartered Accountants' Handbook Section 3110 "Asset Retirement Obligations." This standard requires liability recognition for retirement obligations associated with the Company's resource properties. The standard requires the Company to recognize the fair value of the liability for an asset retirement obligation in the period in which it is incurred and record a corresponding increase in the carrying value of the related long-lived asset. Fair value is estimated using the present value of the estimated future cash outflows. The liability is subsequently adjusted for the passage of time, and is recognized as an accretion expense in the statements of operations. The increase in the carrying value of the asset is amortized on the same basis as resource properties. This change in accounting policy has no effect on the Company's prior or current financial statements.

3. BUSINESS COMBINATION

 

On May 10, 2004, the Company acquired 100% of the outstanding shares of Pan American Gold Corporation, a Nevada company ("Pan American (Nevada)"), by issuing 3,370,000 shares.

Under Canadian generally accepted accounting principles, the cost of an acquisition should be based on the fair value of the consideration given, except where the fair value of the consideration given is not clearly evident. In such a case, the fair value of the net assets acquired is used. Since the Company's common shares were thinly traded prior to the acquisition of Pan American (Nevada), the actual market value is not readily determinable. Therefore, the value of the shares issued on acquisition is based on the fair value of the net assets acquired. The fair value of Pan American (Nevada)'s net assets was $641,723.

The purchase price was allocated as follows:

Cash	$		322,191
Other receivables				15,081
Resource properties			316,209
Other assets				10,574
Liabilities assumed		(22,332)

$ 641,723

 

- 61 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

4. INVESTMENT IN LIMITED PARTNERSHIP

 

The Company has an interest in Doon Investments, an Alberta limited partnership involved in the petroleum and natural gas industry.

To acquire its limited partnership interest, the Company issued a promissory note for $2,926,910, bearing interest at 4.75% per annum to November 30, 2008 and 7% per annum thereafter, repayable on December 29, 2009 and secured entirely by a charge on the Company's interest in the limited partnership. Interest is payable annually on June 30. Under the terms of the promissory note, the Company’s share of partnership cash distributions will be applied first to the payment of accrued interest and then to the payment of the principal amount of the promissory note.

During the year the Company received an earnings allocation of $204,402. From this amount, $78,560 was withheld as a principal payment on the promissory note and $74,275 was applied to accrued interest. Total interest incurred on the promissory note for the year was $149,893, including $75,617 accrued at December 31, 2004.

5. RESOURCE PROPERTIES

	Dorado and			Eskay	Kinsley and
Lennie		Nevada	Creek			Pinnacle	Cactus	Total

 

Interest in claims:

Balance, beginning of year		$			-			-			-			-			-			-
	Additions		-			11,806			69,274				131,664			59,795			272,539
	Written-off			-			-			-		(131,664)			(59,795)			(191,459)

Balance, end of year - 11,806 69,274 - - 81,080

 

Exploration expenditures:

Balance, beginning of year		12,775				-				-					-					-			12,775
Current expenditures:
	Consulting and technical			-			-				-	205,644									-	205,644
	Geophysics		-			-		199,288					38,148								-	237,436
	Geology and engineering			-	1,313				33,753							-		4,726					39,792
	Drilling		-			-				-			91,762				17,392					109,154
	Other			-			-				-			4,583					547					5,130

Total current expenditures	-	1,313		233,041			340,137		22,665		597,156
Less: written-off	-		-		-	(340,137)		(22,665)		(362,802)

Balance, end of year 12,775 1,313 233,041 - - 247,129

Balance, end of year $ 12,775 13,119 302,315 - - 328,209

 

- 62 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

5. RESOURCE PROPERTIES (continued)

 

Lennie Property, Ontario, Canada - Pursuant to an option agreement dated August 31, 1995, the Company earned a 100% interest in 10 mineral claims located in the Red Lake area of Ontario, subject to a 2% net smelter return royalty upon the commencement of production.

Dorado and Nevada Properties, Copiapo, Chile - Pursuant to a letter of intent dated July 22, 2004, the Company has the option to earn up to a 100% interest in 15 exploration and exploitation claims in Copiapo, Chile. In order to earn the interest, the Company was required to pay the optionor U.S.$125,000 by December 4, 2004, of which U.S.$9,000 had been paid by December 31, 2004. The agreement was extended subsequent to year end as described in Note 14. The claims are subject to a 2% net smelter return royalty, payable to the optionor, on all mineral production.

Eskay Creek Property, British Columbia, Canada - Pursuant to an agreement dated January 16, 2004, the Company acquired a 75% interest in the Eskay Creek property, consisting of 75 mineral claims located in the Skeena and Laird mining divisions in British Columbia. Under the terms of the agreement, the Company is required to pay all costs incurred in exploring and developing the property until such time as a positive feasibility study has been received, after which the property will be developed with the vendor under a joint venture agreement. The claims are subject to a 2% net smelter return royalty, payable to the vendor, upon the commencement of production.

Kinsley and Pinnacle Properties, Nevada, U.S.A. - Pursuant to letter agreements dated December 8, 2003, the Company acquired a 60% interest in the Kinsley and Pinnacle properties, consisting of 205 claims in the Elko and Nye counties in Nevada. Under the terms of the agreements, the Company was required to make option payments of U.S.$1,050,000 through December 8, 2006 and pay all fees necessary to maintain the claims. The Company would have earned its interest after it had advanced the properties through bankable feasibility. Management has reviewed the results of the work done on the properties and has determined not to continue further exploration. Accordingly, the Company terminated the letter agreements and wrote off its Kinsley and Pinnacle properties as at December 31, 2004.

Cactus Property, California, U.S.A. - The Company's interest in the Cactus property consists of a 50% interest in Cactus Precious Metals LLC ("Cactus LLC"), a Colorado, USA limited liability company. The property owned by Cactus LLC consists primarily of private land in Kern County, California. During the year ended December 31, 2004, Cactus LLC staked eight unpatented lode mining claims and acquired an Exploration Right with an option to purchase an additional unpatented claim. Management has reviewed the results of the work done on the property and has determined not to continue further exploration. Accordingly, the Company wrote off its interest in Cactus LLC as at December 31, 2004.

6. LOANS PAYABLE

 

Loans payable are unsecured, non interest-bearing, and have no fixed terms of repayment.

- 63 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

7. SHARE CAPITAL

 

Preference shares - The Company has unlimited non-voting convertible redeemable non-cumulative 6% authorized preference shares without par value. As of December 31, 2004, there were no preference shares issued or outstanding.

Common shares - The Company has an unlimited number of authorized common shares without par value.

The issued common shares are as follows:

	2004			2003
Number		Amount	Number		Amount

Balance, beginning of year		4,359,339	$	6,769,726		3,372,872		$	5,783,259
7-for-1 share split	26,156,034				-		-			-

Shares issued for:

	Business combination (Note 3)	3,370,000			641,723					-		-
Exercise of options			166,666			35,513			-			-
Debt settlement				-			-	986,467			986,467

Balance, end of year 34,052,039 $ 7,446,962 4,359,339 $ 6,769,726

 

Share subscriptions - As of December 31, 2004, the Company had received subscriptions of $692,671 (2003: $Nil) in respect of common share private placements. The private placements were completed subsequent to year end as described in Note 14.

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Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

8. STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

Stock option plan - On October 29, 2004, the Company adopted a stock option plan applicable to key employees and consultants, under which the total outstanding stock options are limited to 10% of the outstanding common shares of the Company at any one time. As of December 31, 2004, 2,300,000 shares had been reserved for issuance. The exercise price for each option is determined by the Board of Directors and must be equal to or greater than the market value of the Company's common shares on the date of grant. The term of an option may not exceed ten years from the grant date. All options vest annually over four years.

Under the Company's previous stock option plan, 1,300,000 options were granted on May 7, 2004, vesting at various dates through April 6, 2005 and expiring May 7, 2009.

Changes in the Company's stock options for the years ended December 31, 2004 and 2003 are summarized below:

	2004				2003
		Weighted Average				Weighted Average
Options			Exercise Price	Options			Exercise Price

Outstanding, beginning of year			-	$	0.00			-	$ 0.00
Granted	1,300,000					0.02	-			0.00
Exercised		(166,666)				0.02	-			0.00

Outstanding, end of year 1,133,334 $ 0.02 - $ 0.00

 

Stock based compensation - The Company uses the Black-Scholes option valuation model to value stock options granted. The Black- Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates, which are subjective and may not be representative of actual results. Changes in assumptions can materially affect estimates of fair values. For purposes of the calculation, the following assumptions were used:

Risk free interest rate		3%
Expected dividend yield		0%
Expected stock price volatility		0%
Expected life of options	5 years

The grant-date fair value of options granted during the year ended December 31, 2004 was $0.21.

Total stock-based compensation for the year ended December 31, 2004 was $186,641 (2003: Nil), recorded as consulting fees in the statement of operations.

- 65 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

9. NON-CASH TRANSACTIONS

 

During the year ended December 31, 2004, the Company issued 3,370,000 common shares for a business acquisition as described in Note 3, and acquired an interest in a limited partnership for $2,926,910 by issuing a promissory note for $2,926,910 as described in Note 4.

During the year ended December 31, 2003, the Company settled accounts payable of $261,043 and loans payable of $725,424 by issuing 986,467 common shares for $986,467.

10. RELATED PARTY TRANSACTIONS

 

The Company had the following related party transactions, recorded at their exchange amounts, which is the amount agreed upon by the transacting parties on terms and conditions similar to non-related entities:

a) During the year the Company incurred accounting fees of $Nil (2003: $10,375; 2002: $8,100), consulting fees of $322,305 (2003: $30,000; 2002: $30,000), interest expense of $Nil (2003: $4,166; 2002: $25,000) and rent of $1,500 (2003: $6,000; 2002: $6,000) with directors and former directors.

b) Accounts payable and accrued expenses includes $ 993 (2003: $30,432) owing to directors and former directors.

c) Other receivables includes a retainer of $7,568 (2003: $Nil) paid to a director for consulting fees.

d) Loans payable includes $43,500 (2003: $43,500) owing to a shareholder as described in Note 6.

e) The corporate optionor of the Dorado and Nevada resource properties is controlled by a director.

f) During the year ended December 31, 2003, the Company settled accounts payable to directors of $131,877 and promissory notes payable to a director of $314,583 by issuing 446,460 common shares for $446,460.

- 66 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

11. INCOME TAXES

 

The following table reconciles the amount of income tax recoverable on application of the statutory Canadian federal and provincial income tax rates:

2004 2003 2002

Canadian statutory income tax rate 35.62% 37.62% 39.62%

 

2004 2003 2002

Income tax recovery at statutory rate 349,992 39,266 238,502

Effect on income taxes of:

	Non-deductible stock compensation expense		(66,482)		-		-
Valuation allowance		(283,510)		(39,266)		(238,502)

Income tax recoverable $ - - -

 

The Company has a capital loss of $500,000 which can be carried forward indefinitely to reduce future capital gains, and non-capital losses of $867,932 available to offset future taxable income. The non-capital losses expire annually on December 31 as follows:

2005	$	214,852
2006		145,005
2007		113,043
2008		222,794
2009		166,928
2010			5,310

$ 867,932

 

The Company also has Canadian Exploration Expenses of $774,655, Canadian Development Expenses of $101,665, and Foreign Exploration and Development Expenses of $11,806 available to offset future taxable income. These expenses carryforward indefinitely and are deductible at various declining-balance rates.

The Company does not have any other future income tax assets or liabilities. The Company has recorded a valuation allowance against its future income tax assets based on the extent to which it is more likely than not that sufficient taxable income will not be realized during the carryforward periods to utilize all future tax assets.

- 67 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

12. SEGMENTED INFORMATION

 

The Company's operations fall into one industry segment, the exploration of resource properties. Geographic information is as follows:

2004 2003 2002

Net loss		Canada	$	(338,170)		(104,375)		(601,974)
	United States of America				(644,402)		-		-

$ (982,572) (104,375) (601,974)

 

2004 2003

Total assets	Canada	$	3,415,454			17,474
	United States of America				-		-
	Chile			13,119			-

$ 3,428,573 17,474

 

2004 2003

Resource properties	Canada	$	315,090		12,775
	Chile			13,119		-

$ 328,209 12,775

 

13. COMMITMENT

 

The Company was required to pay the optionor of the Dorado and Nevada resource properties U.S.$125,000 by December 4, 2004, of which U.S.$9,000 had been paid by December 31, 2004. The agreement was extended subsequent to year end as described in Note 14.

- 68 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

14. SUBSEQUENT EVENTS

 

Resource properties - On February 1, 2005 the letter of intent in respect of the Dorado and Nevada resource properties was replaced by an option agreement, providing the Company with an extension until August 31, 2005 to acquire a 100% interest in the properties. Under the option agreement, in addition to the terms outlined in Note 5, the Company is required to pay U.S.$39,137 in respect of leases and land taxes at various dates through March 15, 2005 in order to acquire its interest. As of April 27, 2005, the Company had paid only U.S.$30,000 in respect of these additional terms and consequently was in default of its obligations under the option agreement.

Private placements - Common shares issued subsequent to year end under private placement agreements were as follows:

i)

On March 7, 2005, the Company issued 420,533 units for proceeds of $315,400. Each unit consisted of one common share and one warrant entitling the holder to purchase one common share for $0.83 until March 7, 2006.

ii)

On April 26, 2005, the Company issued 225,302 flow-though units for proceeds of $187,000 and 229,242 units for proceeds of $190,271. Each flow-through unit consisted of one flow-through common share and one warrant entitling the holder to purchase one common share for $0.83 until October 5, 2005. Each unit consisted of one common share and one warrant entitling the holder to purchase one common share for $0.83 until October 5, 2005.

15. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

 

These financial statements have been prepared in accordance with accounting principles generally accepted in Canada, which differ in certain respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in the United States.

The Company's accounting principles generally accepted in Canada ("Canadian GAAP") differ from accounting principles generally accepted in the United States ("U.S. GAAP") as follows:

a)Resource properties - Under Canadian GAAP, acquisition and exploration costs are capitalized. Under U.S. GAAP, costs are expensed as incurred unless commercial feasibility is established. Under U.S. GAAP, mining properties are reviewed by management for impairment whenever circumstances change which could indicate that the carrying amount of these assets may not be recoverable. Such review has not been completed as there are no capitalized properties for U.S. GAAP purposes.

- 69 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

15. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

 

b)Stock-based compensation - The United States Financial Accounting Standards Board ("FASB") has issued Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB25"). This statement uses the intrinsic value based method whereby compensation cost is recorded for the excess, if any, of the quoted market price over the exercise price, at the date the stock options are granted. As of December 31, 2004, no compensation cost would have been recorded for any period under this method. Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("SFAS 123"), issued in October 1995, requires the use of the fair value based method of accounting for stock options. Under this method, compensation cost is measured at the grant date based on the fair value of the options granted and is recognized over the exercise period. SFAS 123 allows the Company to continue to measure the compensation cost of employees and directors in accordance with APB 25.

Under Canadian GAAP, the Company follows the recommendations of CICA Handbook Section 3870, "Stock-Based Compensation and Other Stock-Based Payments". Under these recommendations, the Company recognizes an expense for options granted on or after January 1, 2004. The Company uses the Black-Scholes option pricing model to estimate the fair value of each stock option on the date of grant. On the exercise of stock options, share capital is credited for consideration received, and for fair value amounts previously credited to contributed surplus. The effect of the adoption of these recommendations is described in Notes 2 and 8.

c)Comprehensive income - SFAS No. 130, "Reporting Comprehensive Income", addresses standards for the reporting and display of comprehensive income and its components.

Comprehensive income includes net income and other comprehensive income. Other comprehensive income represents revenues, expenses, gains and losses that are excluded from net income under United States GAAP. For the year ended December 31, 2004, other comprehensive income includes foreign currency translation gains of $56,504 (2003: $Nil; 2002: $Nil).

- 70 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

15. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

 

d) Recent pronouncements - In December 2004, United States Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 153 ("SFAS No. 153"). This statement addresses the measurement of exchanges of nonmonetary assets. The guidance in Accounting Principles Board Opinion No. 29, "Accounting for Nonmonetary Transactions" ("Opinion 29") is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued. Management believes the adoption of this statement will have no impact on the financial statements of the Company.

In December 2004, FASB issued a revision to SFAS No. 123R, "Accounting for Stock Based Compensation." This statement supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. This statement focuses primarily on accounting for transactions in which an entity obtains employee services in stock-based payment transactions. This statement does not change the accounting guidance for stock-based payment transactions with parties other than employees provided in SFAS No. 123. This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans." The Company has not yet determined the impact to its financial statements from the adoption of this statement.

- 71 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

15. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

 

e) Reconciliation of Canadian and U.S. GAAP - The impact of the above differences between Canadian and United States generally accepted accounting principles on the statements of operations and comprehensive loss, the balance sheets and the statements of cash flows are as follows:

Statements of Operations and Comprehensive Loss:

Note 2004 2003 2002

Net loss as reported in accordance

with Canadian GAAP $ (982,572) (104,375) (601,974)

Adjustments:

Resource properties written-off		(a)			554,261			7,500			-
Stock-based compensation - net adjustment		(b)				2,974			-		-
Foreign exchange gain		(c)		(56,504)					-		-
Resource properties expensed	(a)		(869,696)				(7,619)			(12,656)

Net loss under U.S. GAAP (1,351,537) (104,494) (614,630)

Comprehensive income:

Foreign currency translation (c) 56,504 - -

Total comprehensive loss under U.S. GAAP $ (1,295,033) (104,494) (614,630)

 

Net loss per share under U.S. GAAP $ (0.04) (0.00) (0.03)

 

- 72 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

15. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

 

Balance Sheets:

Note 2004 2003

Total assets under Canadian GAAP $ 3,428,573 17,474

Adjustments to U.S. GAAP:

Resource properties expensed (a) (328,209) (12,775)

Total assets under U.S. GAAP $ 3,100,364 4,699

 

Total liabilities under Canadian GAAP	$	2,975,789		106,486
Adjustment - to U.S. GAAP			-		-

Total liabilities under U.S. GAAP 2,975,789 106,486

Total shareholders' equity (deficiency) under Canadian GAAP 452,784 (89,012)

Adjustments to U.S. GAAP:

Resource properties expensed (a) (328,209) (12,775)

Total shareholders' equity (deficiency) under U.S. GAAP 124,575 (101,787)

Total liabilities and shareholders' equity (deficiency) under U.S. GAAP $ 3,100,364 4,699

 

- 73 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

15. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

 

Statements of Cash Flows:

Note 2004 2003 2002

Cash used in operating activities as reported in

accordance with Canadian GAAP $ (321,802) (53,444) (90,562)

Adjustments to U.S. GAAP:

Resource properties written-off		(a)		554,261		7,500		-
Resource properties expensed	(a)		(869,696)		(7,619)		(12,656)

Cash used in operating activities under U.S. GAAP (637,237) (53,563) (103,218)

 

Cash used in investing activities as reported in

accordance with Canadian GAAP (285,464) (7,619) (12,656)

Adjustments to U.S. GAAP:

Resource properties expensed		(a)		869,696		7,619	12,656
Resource properties written-off	(a)		(554,261)		(7,500)			-

Cash used in investing activities under U.S. GAAP 29,971 (7,500) -

 

Cash used in financing activities as reported in

	accordance with Canadian GAAP	689,096		50,408		(120,080)
Adjustment - to U.S. GAAP			-		-		-

Cash used in financing activities under U.S. GAAP $ 689,096 50,408 (120,080)

 

- 74 -

Pan American Gold Corporation (an Exploration Stage Company)

(formerly Tri-Lateral Venture Corporation)

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2004, 2003 and 2002 Expressed in Canadian dollars

15. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

 

f)Earnings per share reconciliation - Under U.S. GAAP the Company must provide a reconciliation of the numerators and the denominators of basic and diluted earnings per share:

2004 2003 2002

Numerator

Net loss under U.S. GAAP $ (1,351,537) (104,494) (614,630)

 

Denominator

Weighted average number of common shares outstanding 32,775,811 28,358,659 23,604,378

 

Basic and diluted net loss per share $ (0.04) (0.00) (0.03)

 

- 75 -

ITEM 19 Exhibits

Exhibits Required by Form 20-F

Exhibit Number / Description

(1) Articles of Incorporation and By-laws:

1.1        Articles of Incorporation (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.2        Supplementary Letters Patent dated October 16, 1970 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.3        Articles of Revival dated September 25, 1987 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.4        Articles of Amendment dated March 26, 1991 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.5        Articles of Revival dated February 3, 1995 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.6        Articles of Amendment dated June 19, 1995 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.7        Articles of Amendment dated October 2, 1998 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.8        Articles of Amendment dated May 6, 2004 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).

1.9        By-laws (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

(10) Material Contracts

10.1      Share Purchase Agreement dated May 6, 2004, amongst our company, Pan American Gold Corporation, Graham Douglas and the shareholders of Pan American Gold Corporation (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).

10.2      Agreement dated December 8, 2003, between Nevada Sunrise, LLC and Pan American Gold Corporation, a Nevada corporation (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).

10.3      Agreement dated December 8, 2003, between Nevada Sunrise, LLC and Pan American Gold Corporation, a Nevada corporation (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).

- 76 -

10.4      Property Sale and Purchase Agreement dated January 16, 2004, between Matthew J. Mason and 680102 B.C. Ltd. (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).

10.5      First Amended and Restated Operating Agreement of Cactus Precious Metals LLC, effective November 26, 2003 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).

10.6*	Form of Subscription Agreement entered into with Patrick Brauckmann and Abeir Haddad.
10.7*	Option Agreement dated February 1, 2005 with Minera Cerro El Diablo Inc.

10.8*     Membership Interest Liquidation Agreement dated December 31, 2004 with Cactus Precious Metals LLC.

10.9*	Subscription Agreement dated March 7, 2005 entered into with Hugh Steine.
(11)	Code of Ethics

11.1      Code of Ethics (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).

(12)	302 Certification
12.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 for Richard Bachman.
12.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 for Michael Sweatman.
(13)	906 Certification
13.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002.

*Filed herewith

- 77 -

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

PAN AMERICAN GOLD CORPORATION

Per: /s/ Richard Bachman

Richard Bachman, President and Chief Executive Officer

Dated : July 15, 2005

EX-10

EXHIBIT 10.6

PAN AMERICAN GOLD CORP.

PRIVATE PLACEMENT SUBSCRIPTIONAGREEMENT

FLOW-THROUGH UNITS

INSTRUCTIONS TO PURCHASER

1.	Please complete all the information in the boxes on page 2 and sign where indicated with an “X”.
2.	If you are an “accredited investor” in British Columbia, then complete the “Accredited Investor Form (British Columbia/Alberta)” that starts on page4. The purpose of the form is to determine whether you meet the standards for participation in a private placement under Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission.

Subscription Agreement (with related appendices, schedules and forms) Page 2 of 20 pages

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO: PAN AMERICAN GOLD CORPORATION (the “Issuer”), of 601 - 750 West Pender Street, Vancouver, British Columbia, V6C 2T7

Subject and pursuant to the terms set out in the Terms on pages 7 to9, the General Provisions on pages 12 to 27 and the other schedules and appendices attached which are hereby incorporated by reference, the Purchaser hereby irrevocably subscribes for, and on Closing will purchase from the Issuer, the following securities at the following price:

Flow Through Units

US$0.66 per Flow Through Unit for a total purchase price of $

The Purchaser owns, directly or indirectly, the following securities of the Issuer:

[Check if applicable] The Purchaser is [ ] an insider of the Issuer.

The Purchaser directs the Issuer to issue, register and deliver the certificates representing the Purchased Securities as follows:

REGISTRATION INSTRUCTIONS	DELIVERY INSTRUCTIONS
Name to appear on certificate	Name and account reference, if applicable
Account reference if applicable	Contact name
Address	Address
	Telephone Number

EXECUTED by the Purchaser this _______ day of _____________, 2004. By executing this Subscription Agreement, the Purchaser certifies that the Purchaser and any beneficial purchaser for whom the Purchaser is acting is resident in British Columbia.

WITNESS:	EXECUTION BY PURCHASER:
	X
Signature of Witness	Signature of individual (if Purchaser is an individual)
	X
Name of Witness	Authorized signatory (if Purchaser is not an individual)
Address of Witness	Name of Purchaser (please print)
	Name of authorized signatory (please print)
Accepted this _____ day of ____________, 2004
PAN AMERICAN GOLD CORPORATION	Address of Purchaser (residence)
Per:
	Telephone Number
Authorized signatory
	E-mail address
	Social Insurance No.

By signing this acceptance, the Issuer agrees to be bound by the Terms on pages 7 to9, the General Provisions on pages 12 to 27 and the other schedules and appendices incorporated by reference.

Subscription Agreement (with related appendices, schedules and forms) Page 3 of 20 pages

ACCREDITED INVESTOR FORM (BRITISH COLUMBIA/ALBERTA)

(Capitalized terms not specifically defined in this Form have the meaning ascribed to them in the Subscription Agreement to which this Form is attached.)

In connection with the execution of the Subscription Agreement to which this Form is attached, the undersigned (the “Purchaser”) represents and warrants to the Issuer that the Purchaser satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):

____ Category 1	a Canadian financial institution, or an authorized foreign bank listed in Schedule III of the Bank Act (Canada)
____ Category 2	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada)
____ Category 3	an association under the Cooperative Credit Associations Act (Canada) located in Canada or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act
____ Category 4	a subsidiary of any person or company referred to in Categories 1 to 3, if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary
____ Category 5	a person or company registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador)
____ Category 6	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada, as a representative of a person or company referred to in Category 5
____ Category 7	the government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the government of Canada or a jurisdiction of Canada
____ Category 8	a municipality, public board or commission in Canada
____ Category 9	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government
____ Category 10	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada
____ Category 11	an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000
____ Category 12	an individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year
____ Category 13	a person or company, other than a mutual fund or non-redeemable investment fund, that, either alone or with a spouse, has net assets of at least $5,000,000, and unless the person or company is an individual, that amount is shown on its most recently prepared financial statements
____ Category 14	a mutual fund or non-redeemable investment fund that, in the local jurisdiction, distributes its securities only to persons or companies that are accredited investors
____ Category 15	a mutual fund or non-redeemable investment fund that, in the local jurisdiction, is distributing or has distributed its securities under one or more prospectuses for which the regulator has issued receipts

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____ Category 16	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, trading as a trustee or agent on behalf of a fully managed account
____ Category 17	a person or company trading as agent on behalf of a fully managed account if that person or company is registered or authorized to carry on business under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction as a portfolio manager or under an equivalent category of adviser or is exempt from registration as a portfolio manager or the equivalent category of adviser
____ Category 18	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or other adviser registered to provide advice on the securities being traded
____ Category 19	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in Categories 1 through 5 and Category 10 in form and function, or
____ Category 20	a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, except the voting securities required by law to be owned by directors, are persons or companies that are accredited investors

The statements made in this Form are true and accurate to the best of my information and belief and the Purchaser will promptly notify the Issuer of any changes in the answers.

Dated _______________ 2004.

X

Signature of individual (if Purchaser is an individual)

X

Authorized signatory (if Purchaser is not an individual)

Name of Purchaser (please print)

Name of authorized signatory (please print)

Official capacity of authorized signatory (please print)

For the purposes hereof:

(a)		“Canadian financial institution” means a bank, loan corporation, trust company, insurance company, treasury branch, credit union or caisse populaire that, in each case, is authorized to carry on business in Canada or a jurisdiction, or the Confédération des caisses populaires et d’économie Desjardins du Québec;
(b)		“eligibility adviser” means an investment dealer or equivalent category of registration, registered under the securities legislation of a jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed;
(c)	"financial assets " means cash and securities;
(d)		“fully managed account” means an account for which a person or company makes the investment decisions if that person or company has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction; and
(e)	"related liabilities" means:
			(i)	liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or
			(ii)	liabilities that are secured by financial assets.

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TERMS

Reference date of this Subscription Agreement October 4, 2004 (the “Agreement Date”)

The Offering

The Issuer	PAN AMERICAN GOLD CORPORATION
Offering	The offering consists of up to 454,544 flow-through units of the Issuer (the “Flow-Through Units”)
Price	US$0.66 per Flow-Through Unit
Purchased Securities	Each Flow-Through Unit consists of one previously unissued common “flow-through share” (as defined in subsection 66(15) of the ITA), as presently constituted (a “Flow-Through Share”) and one share purchase warrant (a “Warrant”) of the Issuer. One whole Warrant will entitle the holder, on exercise, to purchase one additional common share of the Issuer (a “Warrant Share”) at a price of US$0.66 per share at any time until the close of business on the day which is twelve months from the date of issue of the Warrant. Neither the Warrants nor the Warrant Shares will constitute a “flow-through share” (as defined in subsection66(15) of the ITA).
Total amount	US$299,999.04
Warrants	The Warrants will be issued and registered in the name of the purchasers or their nominees. The certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued upon exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer’s common shares, the payment of stock dividends and the amalgamation of the Issuer. The issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised.
Selling Jurisdictions	The Flow-Through Units may be sold in British Columbia and such other jurisdictions where they may be lawfully sold.
Exemptions	The offering will be made in accordance with the following exemptions from the prospectus requirements: (a)      the British Columbia “accredited investor” exemption (section 5.1 of Multilateral Instrument 45-103); (b)      the British Columbia “$97,000 purchaser” exemption (section 74(2)(4) of the SecuritiesAct (British Columbia); and (c)      such exemptions as may be applicable in any other jurisdictions where the Purchased Securities may be lawfully sold.

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Resale restrictions and legends	The Securities will be subject to a four month hold period that starts to run on Closing. The Purchaser acknowledges that the certificates representing the Securities will bear the following legends: “Unless permitted under securities legislation, the holder of the securities shall not trade the securities before [date that is four months and a day after the Closing.]” “These securities have not been registered with the Securities and Exchange Commission or the securities commission of any state and have been issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the ‘Securities Act’), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the securities act and in accordance with applicable state securities laws.” The Issuer agrees that the Securities will bear no legends other than those set out here. Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them.
Closing Date	Payment for, and delivery of, the Flow-Through Units is scheduled to occur on October 5, 2004 or such other date as may be agreed upon by the Issuer and the Purchaser (the “Closing Date”).
Additional definitions	In the Subscription Agreement, the following words have the following meanings unless otherwise indicated: (a)      “Purchased Securities” means the Flow-Through Units purchased under this Subscription Agreement; (b)      “Securities” means the Flow-Through Shares, the Warrants and the Warrant Shares; (c)      “Warrants” includes the certificates representing the Warrants.

The Issuer

Jurisdiction of organization	The Issuer is incorporated under the laws of Ontario.
Market for Common Shares	Shares of the Issuer are quoted on the OTC Bulletin Board (the “OTCBB”).
“Securities Legislation Applicable to the Issuer”	The “Securities Legislation Applicable to the Issuer” is the Securities Act (British Columbia) and the Securities Act of 1933, and the “Commissions with Jurisdiction over the Issuer” are the British Columbia Securities Commission and the United States Securities and Exchange Commission.

End of Terms

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PROVISIONS APPLICABLE TO A PURCHASER RESIDENT

IN BRITISHCOLUMBIA

IMPORTANT NOTE: the following provisions are applicable ONLY if the Purchaser is resident in British Columbia.

Additional definitions

In the following provisions applicable to a purchaser resident in British Columbia and the Subscription Agreement (including the first (cover) page and all of the appendices), the following words have the following meanings unless otherwise indicated:

	(a)	“Accredited Investor” means a person who falls into one of the categories set out in the “Accredited Investor Form (British Columbia/Alberta)” that starts on page4;
(b)				“Applicable Legislation” includes the Securities Act (British Columbia); and
	(c)		“Commissions” includes the British Columbia Securities Commission.

In the following provisions, a person is “Deemed to be Acting as a Principal” if the person is duly authorized to enter into this subscription and to execute all documentation in connection with the purchase on behalf of each beneficial purchaser; is purchasing the Purchased Securities as an agent or trustee for accounts that are fully managed by it and is:

	(a)	a trust company or insurance company that has been authorized to do business under the Financial Institutions Act (British Columbia); or
(b)		an adviser who manages the investment portfolio of clients through discretionary authority granted by one or more clients and who is registered as a portfolio manager under the Securities Act (British Columbia) or is exempt from such registration.

In the case of any Purchaser who is Deemed to be Acting as a Principal, the Purchaser acknowledges that the Issuer may in the future be required by law to disclose on a confidential basis to securities regulatory authorities the identity of each beneficial purchaser of Purchased Securities for whom the Purchaser may be acting.

Applicable exemptions

IN ADDITION to the representations and warranties in the General Provisions (on pages 12 to27), the Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing, the Purchaser satisfies one or more of the following categories:

	(a)	“accredited investor” (s. 5.1, Multilateral Instrument 45-103): the Purchaser is an Accredited Investor and it is purchasing the Purchased Securities as principal; or
(b)		“$97,000 purchaser” (s. 74(2)(4), Securities Act (British Columbia)): the Purchaser is purchasing sufficient Purchased Securities so that the aggregate acquisition cost of the Purchased Securities to the Purchaser is not less than $97,000, the Purchaser is not a corporation, partnership, trust, fund, association, or any other organized group of persons created solely, or used primarily, to permit the purchase of the Purchased Securities (or other similar purchases) by a group of individuals whose individual share of the aggregate acquisition cost of the Purchased Securities is less than $97,000, and the Purchaser is either:
				(i)	purchasing the Purchased Securities as principal and no other person, corporation, firm or other organization will have a beneficial interest in the Purchased Securities; or
			(ii)		if not purchasing the Purchased Securities as principal, is Deemed to be Acting as a Principal and the aggregate acquisition cost of the Purchased Securities purchased for all the accounts managed by it is not less than $97,000.

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GENERAL PROVISIONS

WHEREAS:

A.	The Issuer’s common shares are quoted on the OTCBB and is subject to the regulatory jurisdiction of the Commissions;
B.	The Issuer has certain interests in mineral resource properties situated in Canada (collectively, the “Property”);
C.	The Issuer is a “principal-business corporation” as that phrase is defined in subsection 66(15) of the Income Tax Act of Canada (the “ITA”);
D.	It is the intention of the Issuer, either alone or in conjunction with others, to carry out or participate in an exploration program on the Property for the purpose of determining the existence, location, extent and quality of the mineral resources located thereon (the “Exploration Program”);
E.	The expenses incurred in performing the Exploration Program will:
F.	qualify as:
G.	“Canadian exploration expense” as described in paragraph (f) of the definition thereof in subsection 66.1(6) of the ITA (other than expenditures which constitute “Canadian exploration and development overhead expense” (“CEDOE”) as prescribed for the purposes of paragraph 66(12.6)(b) of the ITA and seismic expenses specified in paragraph 66(12.6)(b.1) of the ITA), and
H.	“flow-through mining expenditures” for the purposes of subsection 127(9) of the ITA (the “FTME Tax Credit”), to the extent such expenses are incurred (or deemed to be incurred) before 2006 or, if applicable, the last day of any period of time thereafter which may in future be allowed by the Canadian income tax authorities as the period on or before which the Issuer may incur such expenditures so as to allow a Purchaser to claim an FTME Tax Credit (the “FTME Deadline”); and
I.	“BC flow-through mining expenditures” for the purposes of section 4.721 of the Income Tax Act (British Columbia), to the extent that such expenses are incurred:
		(A)	(or deemed to be incurred) before 2006 or, if applicable, the last day of any period of time thereafter which may in future be allowed by the British Columbia income tax authorities as the period on or before which the Issuer may incur such expenditures so as to allow a Purchaser to claim a tax credit pursuant to section 4.721 of the Income Tax Act (British Columbia); and
		(B)	in respect of mining exploration activity all or substantially all of which is conducted in British Columbia for the purpose of determining the existence, location, extent or quality of a mineral resource in British Columbia; and
J.	to the extent such expenses are incurred before the FTME Deadline, be incurred by conducting mining exploration activities from or above the surface of the earth for the purpose of determining the existence, location, extent or quality of a “mineral resource” (as that phrase is defined in the ITA”) which is a base or precious metal deposit, or a mineral deposit in respect of which:
K.	the federal Minister of Natural Resources has certified that the principal mineral extracted is an industrial mineral contained in a non-bedded deposit,
L.	the principal mineral extracted is ammonite gemstone, calcium chloride, diamond, gypsum, halite, kaolin or sylvite, or

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M. the principal mineral extracted is silica that is extracted from sandstone or quartzite;

and which is not an expense in respect of:

N.	trenching, if one of the purposes of the trenching is to carry out preliminary sampling (other than Specified Sampling),
O.	digging test pits (other than digging test pits for the purpose of carrying out Specified Sampling), and
P.	preliminary sampling (other than Specified Sampling),

which qualifying expenses collectively hereinafter referred to as “Qualifying Expenses”

Q.	The Purchaser has agreed to fund, in part, the Exploration Program by subscribing for Flow-Through Units at a price of US$0.66 per Flow-Through Unit, in accordance with the terms of the Subscription Agreement; and
R.	The Issuer has agreed to apply the Flow Through Funds to carry out the Exploration Program and to renounce the Qualifying Expenses associated therewith to the Purchaser in accordance with the terms of the Subscription Agreement.
1.	Definitions
1.1	In the Subscription Agreement (including the first (cover) page, the Terms on pages 7 to9, the General Provisions on pages 12 to 27 and the other schedules and appendices incorporated by reference), the following words have the following meanings unless otherwise indicated:
	(a)	“1933 Act” means the United States Securities Act of 1933, as amended;
	(b)	“Applicable Legislation” means the Securities Legislation Applicable to the Issuer (as defined on page9) and all legislation incorporated in the definition of this term in other parts of the Subscription Agreement, together with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by the Commissions;
	(c)	“CEDOE” has the meaning set forth in recital E above;
	(d)	“Closing” means the completion of the sale and purchase of the Purchased Securities;
	(e)	“Closing Date” has the meaning assigned in the Terms;
	(f)	“Closing Year” means the calendar year in which the Closing takes place;
	(g)	“Commissions” means the Commissions with Jurisdiction over the Issuer (as defined on page9) and the securities commissions incorporated in the definition of this term in other parts of the Subscription Agreement;
	(h)	“CRA” has the meaning set out in the provisions under the heading ISSUER TO FILE PRESCRIBED FORM IN RESPECT OF RENUNCIATIONS WITH THE CANADA REVENUE AGENCY below;
	(i)	“Exploration Account” has the meaning set out in the provisions under the heading FLOW-THROUGH UNITS below;
	(j)	“Exploration Program” has the meaning set forth in recital D above;
	(k)	“Final Closing” means the last closing under the Private Placement;

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(l)	“Flow Through Funds” means the aggregate funds received by the Issuer from a Purchaser for the purchase of Flow Through Units;
(m)	“Flow-Through Shares” means the previously unissued flow-through common shares in the capital of the Issuer forming part of the Flow-Through Units;
(n)	“Flow-Through Units” means the flow-though units to be issued, each flow-through unit comprised of one Flow-Through Share and one Warrant;
(o)	“FTME Tax Credit” has the meaning set out in recital E above;
(p)	“FTME Deadline” has the meaning set out in recital E above;
(q)	“General Provisions” means those portions of the Subscription Agreement headed “General Provisions” and contained on pages 12 to27;
(r)	“ITA” has the meaning set forth in recital C above;
(s)	“Notice Requirement” has the meaning set out in the provisions under the heading SCHEDULE FOR INCURRING QUALIFYING EXPENSES below;
(t)	“OTCBB” has the meaning assigned in the Terms;
(u)	“Private Placement” means the offering of the Purchased Securities on the terms and conditions of this Subscription Agreement;
(v)	“Property” has the meaning set forth in recital B above;
(w)	“Purchased Securities” has the meaning assigned in the Terms;
(x)	“Qualifying Expenses” has the meaning set out in the provisions under the heading ISSUER TO RENOUNCE QUALIFYING EXPENSES IN FAVOUR OF PURCHASER below;
(y)	“Regulation S” means Regulation S promulgated under the 1933 Act;
(z)	“Regulatory Authorities” means the Commissions;
(aa)	“Securities” has the meaning assigned in the Terms;
(bb)	“Specified Sampling” means the collecting and testing of samples in respect of a “mineral resource” (as that phrase is defined in the ITA) except that specified sampling does not include
		(i)	the collecting or testing of a sample that, at the time the sample is collected, weighs more than 15 tonnes, and
		(ii)	the collecting or testing of a sample collected at any time in a calendar year in respect of any one “mineral resource” if the total weight of all such samples collected (by the Issuer, any partnership of which it is a member or any combination of the Issuer and any such partnership) in the period in the calendar year that is before that time (other than samples each of which weighs less than one tonne) exceeds 1,000 tonnes;
(cc)	“Subscription Agreement” means the first (cover) page, the Terms on pages 7 to9, the General Provisions on pages 12 to 27 and the other schedules and appendices incorporated by reference;
(dd)	“Terms” means those portions of the Subscription Agreement headed “Terms” and contained on pages 7 to9;

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	(ee)	“Warrants” means the non-transferable share purchase warrants forming part of the Flow-Through Units; and
	(ff)	“Warrant Shares” means the common shares of the Issuer to be issued on exercise of the Warrants.
1.2	In the Subscription Agreement, the following terms have the meanings defined in Regulation S: “Directed Selling Efforts”, “Foreign Issuer”, “Substantial U.S. Market Interest”, “U.S. Person” and “United States”.
1.3	In the Subscription Agreement, unless otherwise specified, currencies are indicated in Canadian dollars.
1.4	In the Subscription Agreement, other words and phrases that are capitalized have the meaning assigned in the Subscription Agreement.
2.	Representations and warranties of Purchaser
2.1	Acknowledgements concerning offering

The Purchaser acknowledges that:

(a)	no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(b)	there is no government or other insurance covering the Securities;
(c)	there are risks associated with the purchase of the Securities;
(d)	there are restrictions on the Purchaser’s ability to resell the Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Securities;
(e)	the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Purchaser;
(f)	no prospectus has been filed by the Issuer with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and:
		(i)	the Purchaser is restricted from using most of the civil remedies available under the Applicable Legislation;
		(ii)	the Purchaser may not receive information that would otherwise be required to be provided to the Purchaser under the Applicable Legislation; and
		(iii)	the Issuer is relieved from certain obligations that would otherwise apply under the Applicable Legislation;
(g)	the Purchaser acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securities; and
(h)	if:

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(i)	the Issuer has not accepted the subscription by the Purchaser for Flow-Through Units pursuant to the provisions under the heading ISSUER’S ACCEPTANCE below, or
(ii)	the Purchaser has not paid the Flow-Through Funds to the Issuer

on or before December 31 of a particular year, the Purchaser will not be entitled to have any Qualifying Expenses which are incurred after the particular year renounced to the Purchaser effective December 31 of the particular year pursuant to the provisions under the heading ISSUER TO RENOUNCE QUALIFYING EXPENSES IN FAVOUR OF PURCHASER below and, as a result, the Purchaser:

		(iii)	may be subject to increased tax liabilities for the particular year; and
		(iv)	may be required to file appropriate amendments to the Purchaser’s income tax return for the particular year and other years.
2.2	Representations by all Purchasers

The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

(a)	to the best of the Purchaser’s knowledge, the Securities were not advertised;
(b)	no person has made to the Purchaser any written or oral representations:
		(i)	that any person will resell or repurchase the Securities;
		(ii)	that any person will refund the purchase price of the Purchased Securities;
		(iii)	as to the future price or value of any of the Securities; or
		(iv)	that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Securities for trading on any stock exchange; except that certain market makers make market in the Issuer’s common shares on the OTCBB;
(c)	this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act;
(d)	the Purchaser is at arm’s length (as that term is used in the ITA) with the Issuer and, notwithstanding the fulfilment or non-fulfilment of the Notice Requirement pursuant to the provisions under the heading SCHEDULE FOR INCURRING QUALIFYING EXPENSES below, the Purchaser acknowledges that, if at any time:
		(i)	during the year following the Closing Year, the Purchaser is not at arm’s length with the Issuer and the Issuer renounces Qualifying Expenses it incurs or plans to incur pursuant to paragraph (a) or (b) of the provisions of the first section under the heading ISSUER TO RENOUNCE QUALIFYING EXPENSES IN FAVOUR OF PURCHASER below, notwithstanding the provisions of those paragraphs, the renunciation will not be effective December 31 of the Closing Year and, as a result, the Purchaser:
			(A)	may be subject to increased income tax liabilities for the Closing Year; and
			(B)	may be required to file appropriate amendments to the Purchaser’s income tax return for the Closing Year and other years; or
		(ii)	during the year following the Base Year, the Purchaser is not at arm’s length with the Issuer and the Issuer renounces Qualifying Expenses it incurs or plans to incur pursuant to paragraph (a) or (b) of the provisions of the fifth section under the heading ISSUER

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TO RENOUNCE QUALIFYING EXPENSES IN FAVOUR OF PURCHASER below, notwithstanding the provisions of those paragraphs, the renunciation will not be effective December 31 of the Base Year and, as a result, the Purchaser:

		(C)	may be subject to increased income tax liabilities for the Base Year; and
		(D)	may be required to file appropriate amendments to the Purchaser’s income tax return for the Base Year and other years;
(e)	the Purchaser (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation;
(f)	the Purchaser has no knowledge of a “material fact” or “material change” (as those terms are defined in the Applicable Legislation) in the affairs of the Issuer that has not been generally disclosed to the public, except knowledge of this particular transaction;
(g)	the offer made by this subscription is irrevocable (subject to the Purchaser’s right to withdraw the subscription and to terminate the obligations as set out in this Subscription Agreement) and requires acceptance by the Issuer and approval of the OTCBB;
(h)	the Purchaser has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant to the Subscription Agreement and, if the Purchaser is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Subscription Agreement on behalf of the Purchaser;
(i)	the Purchaser is not a “control person” of the Issuer as defined in the Applicable Legislation, will not become a “control person” by virtue of this purchase of any of the Securities, and does not intend to act in concert with any other person to form a control group of the Issuer;
(j)	the offer was not made to the Purchaser when the Purchaser was in the United States and, at the time the Purchaser executed and delivered this Subscription Agreement, the Purchaser was outside the United States;
(k)	the Purchaser is not a U.S. Person;
(l)	the Purchaser is not and will not be purchasing the Purchased Securities for the account or benefit of any U.S. Person;
(m)	none of the Purchased Securities, or the securities underlying the Purchased Securities, have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws;
(b)	any hedging transactions involving any of the Purchased Securities, or the securities underlying the Purchased Securities, must be conducted in compliance with the provisions of the 1933 Act;
(c)	acknowledges that the Purchaser has not acquired the Purchased Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Purchased Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Purchased Securities provided, however, that the Purchaser may sell or otherwise dispose of any of the Purchased

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Securities pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;

	(n)	the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
	(o)	this Subscription Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser;
	(p)	the Purchaser has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Purchaser resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Purchaser may not be able to resell the Securities except in accordance with the applicable securities legislation and regulatory policies;
	(q)	the Purchaser is capable of assessing the proposed investment as a result of the Purchaser’s financial and business experience or as a result of advice received from a registered person other than the Issuer or any affiliates of the Issuer; and
	(r)	if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Issuer in filing, such reports, undertakings and other documents with respect to the issue of the Securities as may be required.
2.3	Reliance, indemnity and notification of changes

The representations and warranties in the Subscription Agreement (including the first (cover) page, the Terms on pages 7 to9, the General Provisions on pages 12 to 27 and the other schedules and appendices incorporated by reference) are made by the Purchaser with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Purchased Securities, and the Purchaser hereby agrees to indemnify the Issuer against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Purchaser undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Purchaser set forth in the Subscription Agreement (including the first (cover) page, the Terms on pages 7 to9, the General Provisions on pages 12 to 27 and the other schedules and appendices incorporated by reference) which takes place prior to the Closing.

2.4 Survival of representations and warranties

The representations and warranties contained in this Section will survive the Closing.

3. allocation of subscription price

The subscription price of US$0.66 per Flow-Through Unit will be allocated as follows:

	(a)	US$0.66 as to the subscription price for a Flow-Through Share; and
	(b)	US$0.00 to one Warrant.
4.	flow-through UNITS

Following receipt by the Issuer of the Flow-Through Funds from the Purchaser and on acceptance of the Subscription Agreement by the Issuer, the Issuer will:

Subscription Agreement (with related appendices, schedules and forms) Page 15 of 20 pages

	(a)	deposit such Flow-Through Funds in a separate bank account (the “Exploration Account”) established by the Issuer for the purpose of financing the Exploration Program;
	(b)	issue to the Purchaser the number of Flow-Through Shares subscribed and paid for by the Purchaser; and
	(c)	issue to the Purchaser the number of Warrants purchased and paid for by the Purchaser.
5.	WARRANTS
5.1	The Warrants will be non-transferable.
5.2	If the Purchaser exercises any Warrants, the Issuer will:
	(a)	issue to the Purchaser the number of Warrant Shares equal to the number of Warrants exercised; and
	(b)	deliver to the Purchaser a share certificate representing the Warrant Shares.
6.	Additional Purchasers to Participate in Exploration Program

The Purchaser acknowledges that the Issuer has entered into and will be entering into agreements similar to the Subscription Agreement with other persons in respect of the Private Placement. Such agreements will be made and dated for reference the same date as the Subscription Agreement. Any Flow-Through Funds paid to the Issuer pursuant to the terms of such agreements will also be deposited in the Exploration Account. If the Issuer, however, sells rights to acquire, or issues, “flow-through” common shares pursuant to other private placements or pursuant to a public offering, any subscription funds received from such private placements or public offerings will be deposited into a bank account separate from the Exploration Account and will not be commingled with the funds deposited in the Exploration Account, it being the intention of the Issuer that separate subscriber’s exploration accounts be established for each such private placement or public offering. The Issuer will expend each subscriber’s exploration accounts in the order of:

(a)	the reference date of the private placement “flow-through” subscription agreements entered into for such private placements; and
(b)	the date of closing of such public offering,

such that the subscription funds from the oldest “flow-through” financing will always be spent first and renunciation made in respect of such expenditures before any renunciations are made in respect of any Qualifying Expenses that are financed from subsequent “flow-through” financings.

7. Application of Exploration account

Subject to the Issuer’s right to revise the Exploration Program as provided in the provisions under the heading REVISION OF EXPLORATION PROGRAM below, the Issuer will apply the Flow-Through Funds deposited in the Exploration Account exclusively for the purpose of performing the Exploration Program and the Issuer will only apply such funds to incur expenditures which are Qualifying Expenses.

8. Accrued Interest on Exploration Account

The Purchaser acknowledges that any interest accruing on Flow-Through Funds in the Exploration Account will accrue to the sole benefit of the Issuer and may be applied by the Issuer for general corporate purposes.

Subscription Agreement (with related appendices, schedules and forms) Page 16 of 20 pages

9.	Schedule for Incurring qualifying expenses
9.1	The Issuer will expend as much of the Flow-Through Funds in the Exploration Account as is commercially reasonable between the date the Subscription Agreement is entered into and:
	(a)	the end of the year after the Closing Year, if the Notice Requirement has not been fulfilled prior to December 31 of the Closing Year; or
	(b)	December 31 of the Closing Year, if the Notice Requirement has been fulfilled prior to December 31 of the Closing Year and, thereafter, until the end of the year after the Closing Year.
9.2	The Issuer will expend the Flow-Through Funds in the Exploration Account on or before the last day of the twenty-fourth month after the end of the month that includes the date this Subscription Agreement was entered into as described under the heading ISSUER’S ACCEPTANCE below.
10.	Issuer to Renounce Qualifying expenses in Favour of Purchaser
10.1	Subject to the provisions of the second and third sections under this heading ISSUER TO RENOUNCE QUALIFYING EXPENSES IN FAVOUR OF PURCHASER, the Issuer will, within the times set out below and in accordance with the provisions of subsections 66(12.6) and 66(12.66) of the ITA, take all necessary steps to renounce in favour of the Purchaser, the amount of Qualifying Expenses incurred by it using the Flow-Through Funds in the Exploration Account (the “Qualifying Expenses”) under the Exploration Program during the periods specified below less the amount, if any, of the assistance, as that latter term is defined in subsection 66(15) of the ITA, that the Issuer received or may reasonably be expected to receive in respect of such Qualifying Expenses:
	(a)	before March 31 of the year following the Closing Year, the Issuer will renounce, effective December 31 of the Closing Year, Qualifying Expenses it has incurred between the date of Closing and the end of February of the year following the Closing Year;
	(b)	before March 31 of the year following the Closing Year, the Issuer will renounce, effective December 31 of the Closing Year, Qualifying Expenses it has incurred or plans to incur between March 1 and December 31 of the year following the Closing Year; and
	(c)	with respect to Qualifying Expenses which are not renounced in accordance with paragraphs (a) or (b) immediately above, the Issuer will renounce those expenditures effective as of the earliest possible calendar year and, in any event, before March of the calendar year following the date which is 24 months after the end of the month that includes the date of Closing.
10.2	The aggregate Qualifying Expenses renounced to the Purchaser will not exceed the aggregate consideration paid by the Purchaser for the Flow-Through Units.
10.3	The Purchaser acknowledges that if the Issuer renounces Qualifying Expenses pursuant to paragraph (b) of the provisions of the first section under this heading ISSUER TO RENOUNCE QUALIFYING EXPENSES IN FAVOUR OF PURCHASER and does not incur all or part of the Qualifying Expenses which it planned to incur during the period specified therein, the Issuer will be required to reduce the amount of Qualifying Expenses renounced pursuant to that paragraph and, as a result, the Purchaser:
	(a)	may be subject to increased income tax liabilities for the year in respect of which the excess renunciation was made; and
	(b)	may be required to file appropriate amendments to the Purchaser’s income tax return for that and other years.

Subscription Agreement (with related appendices, schedules and forms) Page 17 of 20 pages

11. ISSUER TO FILE PRESCRIBED FORM IN RESPECT OF RENUNCIATIONS WITH THE CANADA REVENUE AGENCY

The Issuer will file, in respect of each renunciation made pursuant to the Subscription Agreement, before the last day of the month following the date of making such renunciation, such information returns with the Canada Revenue Agency (“CRA”) as are prescribed by subsection 66(12.7) of the ITA and will send concurrently a copy of such information returns to the Purchaser.

12. ISSUER TO FILE COPY OF SUBSCRIPTION AGREEMENT WITH THE CANADA REVENUE AGENCY

The Issuer will file, together with a copy of the Subscription Agreement, the prescribed form referred to in subsection 66(12.68) of the ITA with the CRA on or before the last day of the month following the earlier of:

	(a)	the month in which the Issuer’s acceptance in the provisions under the heading ISSUER’S ACCEPTANCE, below, occurs; and
	(b)	the month in which this Subscription Agreement is first delivered to a potential investor pursuant to this Private Placement.
13.	Issuer to File part xii.6 return with THE CANADA Revenue AGENCY

The Issuer will file with the CRA, before March of the year following a particular year, any return required to be filed under Part XII.6 of the ITA in respect of the particular year. and will pay any tax or other amount owing in respect of that return on a timely basis. Any amounts paid in respect of such tax or other amount will not be paid from the Exploration Account.

14. ISSUER TO FILE PRESCRIBED FORM WITH THE CANADA REVENUE AGENCY IN RESPECT OF EXCESS

Where an amount that the Issuer has purported to renounce to the Purchaser effective December 31 of the Closing Year pursuant to paragraph (a) or (b) of the provisions of the first section under the heading ISSUER TO RENOUNCE QUALIFYING EXPENSES IN FAVOUR OF PURCHASER above exceeds the amount that it can renounce on that effective date because it did not actually incur Qualifying Expenses within the period of time specified in that paragraph, and at the end of the year following the Closing Year the Issuer knew or ought to have known of all or part of such excess renunciation, the Issuer will file a statement with the CRA in prescribed form before March of the second year following the Closing Year, all as required by subsection 66(12.73) of the ITA.

A copy of any such statement will be sent concurrently to the Purchaser.

15. No Renunciation to Third Parties, and allocation of renounced Amounts

The Issuer will not renounce any Qualifying Expenses in respect of its Exploration Program in favour of any person other than the Purchaser and the other purchasers who participate in the Private Placement of which the Subscription Agreement is a part. For the purpose of determining the extent to which the Flow-Through Funds received by the Issuer from the Purchaser have been the subject of renunciation under the ITA, the total amount expended from the Exploration Account on Qualifying Expenses will be allocated among the Purchaser and the other purchasers who participate in the Private Placement of which the Subscription Agreement is a part, on a basis pro rata to the relative amounts of their respective contributions of flow-through funds, as described in the provisions under the headings ALLOCATION OF SUBSCRIPTION PRICE and FLOW-THROUGH UNITS above, and as set forth in the information returns required by subsection 66(12.7) of the ITA.

Subscription Agreement (with related appendices, schedules and forms) Page 18 of 20 pages

16. ISSUER NOT TO CLAIM A DEDUCTION OR CREDIT IN RESPECT OF RENOUNCED QUALIFYING EXPENSES

The Issuer acknowledges that it has no right to claim any deduction or credit for Canadian exploration expense, or depletion of any sort, in respect of any Qualifying Expenses that the Issuer renounces in favour of the Purchaser pursuant to the Subscription Agreement and covenants not to claim any such deduction or credit when preparing its tax returns from time to time.

17. ISSUER’S ACCOUNTS AND INCOME TAX FILINGS

The Issuer will maintain proper accounting books and records, and will make all income tax filings as and when required under the ITA, relating to the Qualifying Expenses it incurs and renounces pursuant to the Subscription Agreement.

18. No Dissemination of Confidential Information

The Issuer will be entitled to hold confidential all exploration information relating to any program on which any portion of the Flow-Through Funds is expended pursuant to the Subscription Agreement and it will not be obligated to make such information available to the Purchaser except in the manner and at such time as it makes any such information available to its shareholders or to the public pursuant to the rules and policies of any stock exchange or laws, regulations or policies of any province.

19. Revision of Exploration Program

While it is the present intention of the Issuer to undertake the Exploration Program, it is the nature of mining exploration that data and information acquired during the conduct of an exploration program may alter the initially proposed program of exploration and the Issuer expressly reserves the right to alter the Exploration Program on the advice of its technical staff or consultants and further reserves the right to substitute other exploration programs on which to expend part of the Flow-Through Funds, provided such programs entail the incurrence of any of the exploration expenses which are described in paragraph 66(12.66)(b) of the ITA and are otherwise capable of renunciation by the Issuer to the Purchaser pursuant to the Subscription Agreement.

20. INDEMNITY BY ISSUER

The Issuer will indemnify the Purchaser against any loss or damages incurred by the Purchaser in an amount up to but not exceeding any amount of tax payable by the Purchaser under the ITA or the laws of a province as a consequence of the failure of the Issuer to renounce Qualifying Expenses to the Purchaser within the time and otherwise as required by the ITA , or as a consequence of a reduction, pursuant to subsection 66(12.73) of the ITA, by the tax authorities of an amount purported to be renounced to the Purchaser in respect of the Flow-Through Shares and any Flow-Through Warrant Shares.

21. ISSUER’S ACCEPTANCE

The Subscription Agreement, when executed by the Purchaser, and delivered to the Issuer, will constitute a subscription for Flow-Through Units which will not be binding on the Issuer until accepted by the Issuer by executing the Subscription Agreement in the space provided on the face page(s) of the Subscription Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the subscription by the Purchaser, the Subscription Agreement will be entered into on the date of such execution by the Issuer.

22.	closing
22.1	The Purchaser acknowledges that, although Purchased Securities may be issued to other purchasers under the Private Placement concurrently with the Closing, there may be other sales of Purchased Securities under the Private Placement, some or all of which may close before or after the Closing. The Purchaser

Subscription Agreement (with related appendices, schedules and forms) Page 19 of 20 pages

further acknowledges that there is a risk that insufficient funds may be raised on the Closing to fund the Issuer’s objectives and that further closings may not take place after the Closing.

22.2	On or before the end of the fifth business day before the Closing Date, the Purchaser will deliver to the Issuer the Subscription Agreement and all applicable schedules and required forms, duly executed, and payment in full for the total price of the Purchased Securities to be purchased by the Purchaser.
22.3	At Closing, the Issuer will deliver to the Purchaser the certificates representing the Purchased Securities purchased by the Purchaser registered in the name of the Purchaser or its nominee.
23.	Miscellaneous
23.1	The Purchaser agrees to sell, assign or transfer the Securities only in accordance with the requirements of applicable securities laws and any legends placed on the Securities as contemplated by the Subscription Agreement.
	(a)	to act as the Purchaser’s representative at the Closing, to receive certificates for Purchased Securities subscribed for and to execute in its name and on its behalf all closing receipts and documents required; and
	(b)	to waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Purchaser contained in the Subscription Agreement or in any agreement or document ancillary or related to the Private Placement.
23.2	The Purchaser hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from any part of the Subscription Agreement and any other schedules, forms, certificates or documents executed by the Purchaser and delivered to the Issuer in connection with the Private Placement.
23.3	The Issuer may rely on delivery by fax machine of an executed copy of this subscription, and acceptance by the Issuer of such faxed copy will be equally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with the terms of the Subscription Agreement.
23.4	Without limitation, this subscription and the transactions contemplated by this Subscription Agreement are conditional upon and subject to the Issuer’s having obtained such regulatory approval of this subscription and the transactions contemplated by this Subscription Agreement as the Issuer consider necessary.
23.5	This Subscription Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Subscription Agreement.
23.6	Time is of the essence of this Subscription Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).
23.7	Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for in this Subscription Agreement, this Subscription Agreement contains the entire agreement between the parties with respect to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, or by anyone else.
23.8	The parties to this Subscription Agreement may amend this Subscription Agreement only in writing.
23.9	This Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors and permitted assigns.
23.10	A party to this Subscription Agreement will give all notices to or other written communications with the other party to this Subscription Agreement concerning this Subscription Agreement by hand or by registered mail addressed to the address given on page 1.

Subscription Agreement (with related appendices, schedules and forms) Page 20 of 20 pages

23.11	This Subscription Agreement is to be read with all changes in gender or number as required by the context.
23.12	This Subscription Agreement will be governed by and construed in accordance with the internal laws of British Columbia (without reference to its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of British Columbia with respect to any dispute related to this Subscription Agreement.

End of General Provisions

End of Subscription Agreement

EX-10

Exhibit 10.7

Option Agreement

Minera Cerro El Diablo Inc. grants Pan American Gold Corp. an option to acquire certain mineral properties located in the Country of Chile until August 31, 2005 and define more fully in Schedule A by completing 1) payment of US$30,000 for Lajitas option lease to E. Viteri due January 26th, 2005, 2) payment of the Nevada Properties Land Taxes of $4,137 due January 26, 2005, 3) payment of other Land Taxes of US$5,000 due March 15, 2005, 4) payment of US$16,000 by August 31, 2005 or at the time the Option is exercised per the original agreement, and 5) payment of US$100,000 at the time the Option is exercised. The parties acknowledge that at the exercise date that the consideration may be spread over a mutually agreeable time and may be amended to include non cash consideration for all or a portion of the exercise price. In addition, Minera Cerro El Diablo Inc. retains a 2% gross royalty on all minerals produced from the mineral properties defined in Schedule A.

A definitive purchase agreement will be created to give full force and effect to this option on terms substantially the same as outlined herein.

/s/ Michael Sweatman

Michael Sweatman, Director

Pan American Gold Inc.

/s/ Greg Burnett

Greg Burnett, Director

Pan American Gold Inc.

/s/ Robert Alarcon

Robert Alarcon

Minera Cerro El Diablo

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Schedule A: Detail of Mineral Claims for Nevada and Dorado Property, III Region, Republic of Chile

Table 1:	Claims controlled by Campañia Minera Cerro El Diablo Nevada & Dorado Gold Properties – Third Region - Chile
NATIONAL NUMBER		CLAIM NAME DORADO AREA	SUP. HA.	DATE FILING	YEAR	REGISTER OF MINES	LAND TAX	STATUS
							2004-2005
03203-5114-6 CPO		NEGRO DIABLO III 1	300	11-28-2002	2002	COPIAPO	450	UNPAID
03203-5115-4 CPO		NEGRO DIABLO III 2	300	11-28-2002	2002	COPIAPO	450	UNPAID
03203-5116-2 CPO		NEGRO DIABLO III 3	300	11-28-2002	2002	COPIAPO	450	UNPAID
03201-7725-1 CPO		NEGRO DIABLO III 4	100	10-16-2003	2003	COPIAPO	150	PAID
03201-7726-K CPO		NEGRO DIABLO III 5	100	10-16-2003	2003	COPIAPO	150	PAID
03201-7727-8 CPO		NEGRO DIABLO III 6	300	10-16-2003	2003	COPIAPO	450	PAID
03201-7588-7 CPO		LAJITAS 1/10(*)	100	02-10-1998	2000	COPIAPO	500	UNPAID
03201-6016-2 CPO		LAJITAS (*)	200	06-19-2003	2003	COPIAPO	300	PAID
			1700				US$ 2,900
NATIONAL NUMBER		CLAIM NAME NEVADA AREA	SUP. HA.	DATE FILING	YEAR	REGISTER OF MINES	LAND TAX	STATUS
							2004-2005
03203-5122-7 TAM		NEGRO DIABLO VII 1	300	11-28-2002	2002	COPIAPO	450	UNPAID
03203-5123-5 TAM		NEGRO DIABLO VII 2	300	11-28-2002	2002	COPIAPO	450	UNPAID

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03203-5338-k TAM	NEGRO DIABLO VII 3	300	8-5-2003	2003	COPIAPO	450	PAID
03203-5339-8 TAM	NEGRO DIABLO VII 4	300	8-5-2003	2003	COPIAPO	450	PAID
03203-5240-1 TAM	NEGRO DIABLO VII 5	300	8-5-2003	2003	COPIAPO	450	PAID
03203-TAM	NEGRO DIABLO VII 6	200	4-9-2003	2003	COPIAPO	300	PAID
03203-TAM	NEGRO DIABLO VII 7	200	4-9-2003	2003	COPIAPO	300	PAID
		1900				US$ 2,850

EX-10

Exhibit 10.8

MEMBERSHIP INTEREST LIQUIDATION AGREEMENT

This Membership Interest Liquidation Agreement (the “Agreement”) is made and entered into among Cactus Precious Metals LLC, a Colorado limited liability company (the “Company”) and Pan American Gold Corporation (the “Member”), effective as of December 31, 2004 (the “Effective Date”).

WHEREAS, the Member holds a membership interest in the Company; and

WHEREAS, the Member desires to resign its membership interest in the Company; and

WHEREAS, the Member contributed US$90,000 (Ninety Thousand US Dollars) to the capital of the Company and has, to date, received no distributions from the Company.

WHEREAS, the Member and Company desire to have the Member’s membership interest in the Company liquidated in its entirety;

NOW FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

1.          Resignation. As of 11:59 pm (MST) on the effective date, the Member hereby resigns its membership interest in the Company pursuant to C.R.S. § 7-80-602. The Member acknowledges that, pursuant to C.R.S. § 7-80-603, upon such resignation, the Member shall have no right to participate in the management of the business or the affairs of the Company.

2.          Liquidation. As payment made in complete liquidation of the Member’s membership interest in the Company pursuant to I.R.C. § 736, the Company shall pay to the Member on the Effective Date, the sum of US$15,724.85 (Fifteen Thousand Seven Hundred Twenty Four US Dollars and Eighty Five Cents) (the “Liquidation Amount”). The parties hereto acknowledge that such Liquidation Amount is not a guaranteed payment or a payment based upon the income of the Company under I.R.C. § 736(a) and the Treasury Regulations promulgated thereunder.

3.          Information Return. The Company agrees to complete and file with the Internal Revenue Service, all information returns and income tax returns on or before the date required by law, and to immediately forward copies thereof to the Member.

4.          Investment Representations. The Member, prior to resigning its membership interest in the Company and agreeing to the complete liquidation of such membership interest, has made an investigation of the Company and its business, and the Company has made available to each such member all information with respect thereto which such Member needed to make an informed decision. The Member considers itself to be possessing of experience and sophistication as an investor which are adequate for the evaluation of such resignation and liquidation.

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5.          Entire Agreement and Successors in Interest. This Agreement sets forth the entire agreement and understanding between the parties, shall be binding upon their past, present and future partners, agents, heirs, successors, and assigns and may not be rescinded, canceled, terminated, supplemented, amended or modified in any manner whatsoever without the prior written consent of the parties.

6.          Warranty of Capacity to Execute Agreement. Each of the parties hereto represent to the other that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Each of the parties hereto further represents that it has duly authorized the execution, delivery and performance of this Agreement.

7.          Fax and Counterpart Signatures. The parties hereto agree that this Agreement may be signed in counterparts by the parties separately. The parties hereto further agree that signatures may be transmitted by telefacsimile and such signatures shall be considered as originals.

THE COMPANY

/s/ James D. Frank

Cactus Precious Metals LLC,

a Colorado limited liability company

By: James D. Frank

Its: Manager

Date: December 31, 2004

THE MEMBER

/s/ Richard Bachman

Pan American Gold Corporation

By: Richard Bachman

Its: President

Date: December 31, 2004

EX-10

Exhibit 10.9

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

CONFIDENTIAL

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

(Subscribers Resident in British Columbia or Overseas)

TO: Pan American Gold Corporation (the “Company”)

Suite 605 – 475 Howe Street

Vancouver, BC V6C 2B3

Purchase of Units

1. Subscription

1.1                            On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase 420,533 units (the “Units”) at a price per Unit of CDN$0.75 (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of US$250,000 or CDN$315,400 (the “Subscription Proceeds”).

1.2                            Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of twelve months commencing from the Closing (as defined hereafter), at a price per Warrant Share of CDN$0.83. Certificate(s) representing the Warrants will be in the form attached as Exhibit A. The Shares, Warrants and the Warrant Shares are referred to as the “Securities”.

1.3                            On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to sell the Units to the Subscriber.

1.4                            Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company. The Subscriber acknowledges that the offering of Units contemplated hereby (the “Offering”) is part a private placement of Units. The Offering is not subject to any minimum aggregate subscription level.

2. Payment

2.1                            The Subscription Proceeds must accompany this Subscription and shall be paid by certified cheque or bank draft drawn on a Canadian chartered bank, or a bank in the United States reasonably acceptable to the Company, and made payable and delivered to the Company. Alternatively, the Subscription Proceeds may be

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wired to the Company or its lawyers pursuant to wiring instructions that will be provided to the Subscriber upon request. If the funds are wired to the Company’s lawyers, those lawyers are authorized to immediately deliver the funds to the Company.

2.2                            The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, within 30 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds (without interest thereon) and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.

2.3                            Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber.

3.		Documents Required from Subscriber
3.1		The Subscriber must complete, sign and return to the Company:
	(a)	an executed copy of this Subscription Agreement; and
	(b)	if the Subscriber is subscribing for Units with an aggregate acquisition cost of less than CDN$97,000 and is an “Accredited Investor”, as that term is defined in Multilateral Instrument 45-103, an Accredited Investor Questionnaire in the form attached as Exhibit B (the “Questionnaire”).

3.2                            The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, the OTC Bulletin Board and applicable law.

4. Closing

4.1                            Closing of the offering of the Securities (the “Closing”) shall occur on or before _______________________, 2004, or on such other date as may be determined by the Company (the “Closing Date”).

4.2                            The Company may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with one or more subscribers (including the Subscriber hereunder) to complete delivery of the Shares and the Warrants to such subscriber(s) against payment therefor at any time on or prior to the Closing Date.

5.		Acknowledgements of Subscriber
5.1		The Subscriber acknowledges and agrees that:
	(a)	none of the Securities have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
	(b)	the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;

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(c)	by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an “Accredited Investor”, as the term is defined in Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;
(d)	the decision to execute this Agreement and acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the "Public Record");
(e)	if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(f)	no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(g)	there is no government or other insurance covering the Securities;
(h)	there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record;
(i)	the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(j)	the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(k)	the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(l)	the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s lawyer and/or advisor(s);
(m)	the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened)

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arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;

	(n)	none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system; except that currently the common shares of the Company are quoted for trading on the OTC Bulletin Board;
	(o)	in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares and the Warrant Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
	(p)	the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
	(q)	the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
	(r)	the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
		(i)	any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
		(ii)	applicable resale restrictions; and
	(s)	this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
6.		Representations, Warranties and Covenants of the Subscriber

6.1                            The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

(a)	the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(b)	the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(c)	the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

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(d) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes):

		(A)	a director, officer, employee or control person of the Company	[ ]
		(B)	a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company	[ ]
		(C)	a close personal friend of a director, senior officer or control person of the Company	[ ]
		(D)	a close business associate of a director, senior officer or control person of the Company	[ ]
(e)	if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is :

(Fill in the name of each director. senior officer and control person which you have the above-mentioned relationship with).

(f)	if the Subscriber is not an Accredited Investor and has not checked one of the boxes in paragraph 6.1(d) above, the Subscriber is purchasing pursuant to the exemption from prospectus requirements available under subsection 74(2)(4) of the BC Act as the aggregate acquisition cost for such Securities in not less than $97,000, and, if not purchasing for its own account, the Subscriber is:
		A.	a trust company or an insurer which has received a business authorization under the Financial Institutions Act (British Columbia) or is a trust company or an insurer authorized under the laws of another province or territory of Canada to carry on such business in such province or territory, and the Subscriber is purchasing the Shares as an agent or trustee for accounts that are fully managed by the Subscriber; or
		B.	an advisor who manages the investment portfolios of clients through discretionary authority granted by one or more clients and the Subscriber is:
			I.	registered as an advisor under the BC Act or the laws of another province or territory of Canada or the Subscriber is exempt from such registration and the Subscriber is purchasing the Shares as an agent for accounts that are fully managed by the Subscriber; or
			II.	carrying on the business of an advisor outside of Canada in which case:
				a.	it was not created solely or primarily for the purpose of purchasing Shares of the Company;

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			b.	the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,0000; or
			c.	it does not believe and has no reasonable grounds to believe that any resident of British Columbia or any directors, senior officers or other insiders of the Company or any persons carrying on investor relations activities for the Company has a beneficial interest in any of the managed accounts for which it is purchasing.
(g)	the Subscriber is not a U.S. Person;
(h)	the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(i)	the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(j)	the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(k)	the Subscriber is acquiring the Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons;
(l)	the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Securities as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6.1(p)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(m)	the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(n)	the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(o)	if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts:
	(i)	the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and
	(ii)	the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;
(p)	the Subscriber acknowledges that the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities

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undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;

	(q)	the Subscriber is not aware of any advertisement of any of the Securities; and
	(r)	no person has made to the Subscriber any written or oral representations:
		(i)	that any person will resell or repurchase any of the Securities;
		(ii)	that any person will refund the purchase price of any of the Securities;
		(iii)	as to the future price or value of any of the Securities; or
		(iv)	that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.
7.		Acknowledgement and Waiver

7.1                            The Subscriber has acknowledged that the decision to purchase the Securities was solely made on the basis of publicly available information contained in the Public Record. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Securities.

8. Legending of Subject Securities

8.1                            The Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Securities will bear a legend in substantially the following form:

“THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE ___________________________.”[Instruction Insert the date that is 4 months and a day after the Closing Date]

8.2                            The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.

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9. Costs

9.1                            The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.

10. Governing Law

10.1                          This Subscription Agreement is governed by the laws of the Province of British Columbia. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia.

11. Survival

11.1                          This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Units by the Subscriber pursuant hereto.

12.		Assignment
12.1	This Subscription Agreement is not transferable or assignable.
13.		Severability

13.1                          The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

14. Entire Agreement

14.1                          Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Units and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

15. Notices

15.1                          All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 11 and notices to the Company shall be directed to it at Pan American Gold Corporation, Suite 605 – 475 Howe Street, Vancouver, BC V6C 2B3 Attention: Michael Sweatman, Fax No. (604) 608-3294.

Counterparts and Electronic Means

This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereinafter set forth.

16.            

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Delivery Instructions

16.1 The Subscriber hereby directs the Company to deliver the Share and Warrant Certificates to:

(name)

(address)

16.2                          The Subscriber hereby directs the Company to cause the Shares to be registered on the books of the Company as follows:

(name)

(address)

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date of acceptance by the Company.

Hugh Staine

(Name of Subscriber – Please type or print)

/s/ Hugh Staine

(Signature and, if applicable, Office)

PO Box 170 Churchill Building Front Street

(Address of Subscriber)

Grand Turk,

(City, State or Province, Postal Code of Subscriber)

Turks and Caicos Islands, West Indies

(Country of Subscriber)

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A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Pan American Gold Corporation.

DATED at Vancouver, BC, the 7th day of March, 2005

PAN AMERICAN GOLD CORPORATION

Per:	/s/ Michael Sweatman
	Authorized Signatory

EXHIBIT A

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE ___________________________.[Instruction Insert the date that is 4 months and a day after the Closing Date]

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID

AT 4:30 P.M. (VANCOUVER TIME) ON __________________, 2005.

SHARE PURCHASE WARRANTS

TO PURCHASE COMMON SHARES OF

PAN AMERICAN GOLD CORPORATION

incorporated in the Province of Ontario

THIS IS TO CERTIFY THAT ___________________________________, (the “Holder”) of ________________________________________________________________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to ________________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of Pan American Gold Corporation (hereinafter called the “Company”) on or before 4:30 p.m. (Vancouver time) on __________________, ________ (the “Expiry Date”) at a price per Share (the “Exercise Price”) of CDN$0.83 on the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”).

1.	ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE SHARE. THIS CERTIFICATE REPRESENTS __________________________ WARRANTS.
2.	These Warrants are issued subject to the Terms and Conditions, and the Warrant Holder may exercise the right to purchase Shares only in accordance with those Terms and Conditions.
3.	Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder hereof or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date, and from and after such time, this Warrant and all rights hereunder will be void and of no value.

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IN WITNESS WHEREOF the Company has executed this Warrant Certificate this ________ day of __________________, 2004.

PAN AMERICAN GOLD CORPORATION

Per:
	Michael Sweatman, Chief Financial Officer

PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE ___________________________[Instruction Insert the date that is 4 months and a day after the Closing Date].

APPENDIX “A”

TERMS AND CONDITIONS dated _____________________, 2004, attached to the Warrants issued by Pan American Gold Corporation.

1.	INTERPRETATION
1.1	Definitions

In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

	(a)	“Company” means Pan American Gold Corporation until a successor corporation will have become such as a result of consolidation, amalgamation or merger with or into any other corporation or corporations, or as a result of the conveyance or transfer of all or substantially all of the properties and estates of the Company as an entirety to any other corporation and thereafter “Company” will mean such successor corporation;
	(b)	“Company’s Auditors” means an independent firm of accountants duly appointed as auditors of the Company;
	(c)	“Director” means a director of the Company for the time being, and reference, without more, to action by the directors means action by the directors of the Company as a Board, or whenever duly empowered, action by an executive committee of the Board;
	(d)	“herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expression “Article” and “Section,” followed by a number refer to the specified Article or Section of these Terms and Conditions;
	(e)	“person” means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;
	(f)	“shares” means the common shares in the capital of the Company as constituted at the date hereof and any shares resulting from any subdivision or consolidation of the shares;
	(g)	“Warrant Holders” or “Holders” means the holders of the Warrants; and
	(h)	“Warrants” means the warrants of the Company issued and presently authorized and for the time being outstanding.
1.2		Gender

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3 Interpretation not affected by Headings

The division of these Terms and Conditions into Articles and Sections, and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation thereof.

1.4 Applicable Law

The Warrants will be construed in accordance with the laws of the Province of British Columbia.

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2.	ISSUE OF WARRANTS
2.1	Additional Warrants

The Company may at any time and from time to time issue additional warrants or grant options or similar rights to purchase shares of its capital stock.

2.2 Warrant to Rank Pari Passu

All Warrants and additional warrants, options or similar rights to purchase shares from time to time issued or granted by the Company, will rank pari passu whatever may be the actual dates of issue or grant thereof, or of the dates of the certificates by which they are evidenced.

2.3		Issue in substitution for Lost Warrants
	(a)	In case a Warrant becomes mutilated, lost, destroyed or stolen, the Company, at its discretion, may issue and deliver a new Warrant of like date and tenor as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated Warrant, or in lieu of, and in substitution for such lost, destroyed or stolen Warrant and the substituted Warrant will be entitled to the benefit hereof and rank equally in accordance with its terms with all other Warrants issued or to be issued by the Company.
	(b)	The applicant for the issue of a new Warrant pursuant hereto will bear the cost of the issue thereof and in case of loss, destruction or theft furnish to the Company such evidence of ownership and of loss, destruction, or theft of the Warrant so lost, destroyed or stolen as will be satisfactory to the Company in its discretion and such applicant may also be required to furnish indemnity in amount and form satisfactory to the Company in its discretion, and will pay the reasonable charges of the Company in connection therewith.
2.4		Warrant Holder Not a Shareholder

The holding of a Warrant will not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.

3.		NOTICE
3.1	Notice to Warrant Holders

Any notice required or permitted to be given to the Holders will be in writing and may be given by prepaid registered post, electronic facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Holder appearing on the Holder’s Warrant or to such other address as any Holder may specify by notice in writing to the Company, and any such notice will be deemed to have been given and received by the Holder to whom it was addressed if mailed, on the third day following the mailing thereof, if by facsimile or other electronic communication, on successful transmission, or, if delivered, on delivery; but if at the time or mailing or between the time of mailing and the third business day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.

3.2 Notice to the Company

Any notice required or permitted to be given to the Company will be in writing and may be given by prepaid registered post, electronic facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Company set forth below or such other address as the Company may specify by notice in writing to the Holder, and any such notice will be deemed to have been given and received by the Company to whom it was addressed if mailed, on the third day following the mailing thereof, if by facsimile or other

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electronic communication, on successful transmission, or, if delivered, on delivery; but if at the time or mailing or between the time of mailing and the third business day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered:

Pan American Gold Corporation

Suite 605 – 475 Howe Street

Vancouver, British Columbia

Canada V6C 2B3

Attention: Michael Sweatman, Chief Financial Officer

Fax No. (604) 608-3294

with a copy to:

Clark, Wilson

Barristers and Solicitors

800 – 885 West Georgia Street

Vancouver, British Columbia

Canada V6C 3H1

Attention: William L. Macdonald

Fax: (604) 687-6314

4.	EXERCISE OF WARRANTS
4.1	Method of Exercise of Warrants

The right to purchase shares conferred by the Warrants may be exercised by the Holder surrendering the Warrant Certificate representing same, with a duly completed and executed subscription in the form attached hereto and a bank draft or certified cheque payable to or to the order Company, at par, in Vancouver, Canada, for the purchase price applicable at the time of surrender in respect of the shares subscribed for in lawful money of the United States of America, to the Company at the address set forth in, or from time to time specified by the Company pursuant to, Section 3.2.

4.2		Effect of Exercise of Warrants
	(a)	Upon surrender and payment as aforesaid the shares so subscribed for will be deemed to have been issued and such person or persons will be deemed to have become the Holder or Holders of record of such shares on the date of such surrender and payment, and such shares will be issued at the subscription price in effect on the date of such surrender and payment.
	(b)	Within ten business days after surrender and payment as aforesaid, the Company will forthwith cause to be delivered to the person or persons in whose name or names the shares so subscribed for are to be issued as specified in such subscription or mailed to him or them at his or their respective addresses specified in such subscription, a certificate or certificates for the appropriate number of shares not exceeding those which the Warrant Holder is entitled to purchase pursuant to the Warrant surrendered.
4.3		Subscription for Less Than Entitlement

The Holder of any Warrant may subscribe for and purchase a number of shares less than the number which he is entitled to purchase pursuant to the surrendered Warrant. In the event of any purchase of a number of shares less than the number which can be purchased pursuant to a Warrant, the Holder thereof upon exercise thereof will in

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addition be entitled to receive a new Warrant in respect of the balance of the shares which he was entitled to purchase pursuant to the surrendered Warrant and which were not then purchased.

4.4 Warrants for Fractions of Shares

To the extent that the Holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a share, such right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which in the aggregate entitle the Holder to receive a whole number of such shares.

4.5 Expiration of Warrants

After the expiration of the period within which a Warrant is exercisable, all rights thereunder will wholly cease and terminate and such Warrant will be void and of no effect.

4.6 Time of Essence

Time will be of the essence hereof.

4.7 Subscription Price

Each Warrant is exercisable at a price per share (the “Exercise Price”) of CDN$0.83. One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.

4.8		Adjustment of Exercise Price
	(a)	The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following:
		(i)	If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.
		(ii)	In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization.

In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants.

The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii).

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	(b)	The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.
4.9		Determination of Adjustments

If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

5.	COVENANTS BY THE COMPANY
5.1	Reservation of Shares

The Company will reserve and there will remain unissued out of its authorized capital a sufficient number of shares to satisfy the rights of purchase provided for herein and in the Warrants should the Holders of all the Warrants from time to time outstanding determine to exercise such rights in respect of all shares which they are or may be entitled to purchase pursuant thereto and hereto.

6.	WAIVER OF CERTAIN RIGHTS
6.1	Immunity of Shareholders, etc.

The Warrant Holder, as part of the consideration for the issue of the Warrants, waives and will not have any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, Director or Officer (as such) of the Company for the issue of shares pursuant to any Warrant or on any covenant, agreement, representation or warranty by the Company herein contained or in the Warrant.

7.	MODIFICATION OF TERMS, MERGER, SUCCESSORS
7.1	Modification of Terms and Conditions for Certain Purposes

From time to time the Company may, subject to the provisions of these presents, modify the Terms and Conditions hereof, for the purpose of correction or rectification of any ambiguities, defective provisions, errors or omissions herein.

7.2 Warrants Not Transferable

The Warrant and all rights attached to it are not transferable.

DATED as of the date first above written in these Terms and Conditions.

PAN AMERICAN GOLD CORPORATION

By:
	Michael Sweatman, Chief Financial Officer

FORM OF SUBSCRIPTION

TO: Pan American Gold Corporation

Suite 605 – 475 Howe Street

Vancouver, BC

V6C 2B3

The undersigned Holder of the within Warrants hereby subscribes for ____________ common shares (the “Shares”) of Pan American Gold Corporation (the “Company) pursuant to the within Warrants at CDN$0.83 per Share on the terms specified in the said Warrants. This subscription is accompanied by a certified cheque or bank draft payable to or to the order of the Company for the whole amount of the purchase price of the Shares.

The undersigned Holder hereby certifies that the undersigned is not a U.S. person and is not subscribing for the Shares on behalf of a U.S. person.

The undersigned hereby directs that the Shares be registered as follows:

NAME(S) IN FULL	ADDRESS(ES)	NUMBER OF SHARES
	TOTAL:

(Please print full name in which share certificates are to be issued, stating whether Mr., Mrs. or Miss is applicable).

DATED this ________ day of __________________, ______.

In the presence of:

Signature of Witness Signature of Warrant Holder

Please print below your name and address in full.

Name (Mr./Mrs./Miss)

Address

INSTRUCTIONS FOR SUBSCRIPTION

The signature to the subscription must correspond in every particular with the name written upon the face of the Warrant without alteration or enlargement or any change whatever. If there is more than one subscriber, all must sign.

In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign must be proven to the satisfaction of the Company.

If the Warrant certificate and the form of subscription are being forwarded by mail, registered mail must be employed.

EXHIBIT B

MULTILATERAL INSTRUMENT 45-103

ACCREDITED INVESTOR QUESTIONNAIRE

The purpose of this Questionnaire is to assure Pan American Gold Corporation (the “Company”) that the undersigned (the “Subscriber”) will meet certain requirements for the registration and prospectus exemptions provided for under Multilateral Instrument 45-103 (“MI 45-103”), as adopted by the British Columbia Securities Commission and the Alberta Securities Commission, in respect of a proposed private placement of securities by the Company (the “Transaction”). The Company will rely on the information contained in this Questionnaire for the purposes of such determination.

The undersigned Subscriber covenants, represents and warrants to the Company that:

1.	the Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Transaction and the Subscriber is able to bear the economic risk of loss arising from such Transaction;
2.	the Subscriber satisfies one or more of the categories of “accredited investor” (as that term is defined in MI 45-103) indicated below (please check the appropriate box):
	o	an individual who beneficially owns, or who together with a spouse beneficially own, financial assets (as defined in MI 45-103) having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CDN.$1,000,000;
	o	an individual whose net income before taxes exceeded CDN.$200,000 in each of the two more recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of those years and who, in either case, has a reasonable expectation of exceeding the same net income level in the current year;
	o	an individual registered or formerly registered under the Securities Act (British Columbia), or under securities legislation in another jurisdiction of Canada, as a representative of a person or company registered under the Securities Act (British Columbia), or under securities legislation in another jurisdiction of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario);
	o	a Canadian financial institution as defined in National Instrument 14-101, or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);
	o	the Business Development Bank of Canada incorporated under the Business Development Bank Act (Canada);
	o	an association under the Cooperative Credit Associations Act (Canada) located in Canada;
	o	a subsidiary of any company referred to in any of the foregoing categories, where the company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
	o	a person or company registered under the Securities Act (British Columbia), or under securities legislation of another jurisdiction of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario);

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o a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority;

o an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in any of the foregoing categories in form and function;

o the government of Canada or a province, or any crown corporation or agency of the government of Canada or a province;

o a municipality, public board or commission in Canada;

o a national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency thereof;

o a registered charity under the Income Tax Act (Canada);

o a corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least CDN.$5,000,000 as reflected on its most recently prepared financial statements;

o a mutual fund or non-redeemable investment fund that, in British Columbia, distributes it securities only to persons or companies that are accredited investors;

o a mutual fund or non-redeemable investment fund that, in British Columbia, distributes its securities under a prospectus for which a receipt has been issued by the executive director of the British Columbia Securities Commission; or

o a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies that are accredited investors.

The Subscriber acknowledges and agrees that the Subscriber may be required by the Company to provide such additional documentation as may be reasonably required by the Company and its legal counsel in determining the Subscriber’s eligibility to acquire the Shares under relevant Legislation.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the ________ day of __________________, 2004.

If a Corporation, Partnership or Other Entity: If an Individual:

Print or Type Name of Entity Signature

Signature of Authorized Signatory Print or Type Name

Type of Entity

EX-31

Exhibit 12.1

CERTIFICATIONS

I, Richard Bachman, certify that:

1. I have reviewed this annual report on Form 20-F of Pan American Gold Corporation;

2.              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;

3.              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 small business issuer as of, and for, the periods presented in this report;

4.              I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer 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 small business issuer, 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)Evaluated the effectiveness of the small business issuer'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

(c)Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.              I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.

Date: July 13, 2005

/s/ Richard Bachman

Richard Bachman, Chief Executive Officer

(Principal Executive Officer)

EX-31

Exhibit 12.2

CERTIFICATIONS

I, Michael Sweatman, certify that:

1. I have reviewed this annual report on Form 20-F of Pan American Gold Corporation;

2.              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;

3.              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 small business issuer as of, and for, the periods presented in this report;

4.              I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer 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 small business issuer, 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)Evaluated the effectiveness of the small business issuer'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

(c)Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.              I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.

Date: July 13, 2005

/s/ Michael Sweatman

Michael Sweatman, Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Richard Bachman, President and Chief Executive Officer and Michael Sweatman, Chief Financial Officer of Pan American Gold Corporation, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)            the Annual Report on Form 20-F of Pan American Gold Corporation for the fiscal year ended December 31, 2004 (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 Pan American Gold Corporation.

Dated: July 15, 2005
	/s/ Richard Bachman
	Richard Bachman
	President and Chief Executive Officer,
	Pan American Gold Corporation
	/s/ Michael Sweatman
	Michael Sweatman
	Chief Financial Officer,
	Pan American Gold Corporation.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Pan American Gold Corporation and will be retained by Pan American Gold Corporation and furnished to the Securities and Exchange Commission or its staff upon request.