20FR12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F

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

OR

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

For the fiscal year ended________________________________

OR

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

          For the transition period from ____________ to __________

EVOLVING GOLD CORPORATION

(Exact name of Registrant as specified in its charter)

__________British Columbia, Canada_____________

(Jurisdiction of incorporation or organization)

Suite 1200, 1188 West Georgia St., Vancouver, British Columbia, Canada  V6E 4A2

(Address of principal executive offices)

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

None

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

Common Shares, without par value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:                                                               None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.                                                                    100          

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.            Yes ___   No xxx

Indicate by check mark which financial statement item the registrant has elected to follow:                                   Item 17 xxx   Item 18 ___

Page 1 of 61

Index to Exhibits on Page 37

EVOLVING GOLD CORPORATION

FORM 20-F REGISTRATION STATEMENT

TABLE OF CONTENTS

Part I                                                     Page

Item 1.	Identity of Directors, Senior Management and Advisors	4
Item 2.	Offer Statistics and Expected Timetable	5
Item 3.	Key Information	5
Item 4.	Information on the Company	11
Item 5.	Operating and Financial Review and Prospects	17
Item 6.	Directors, Senior Management and Employees	20
Item 7.	Major Shareholders and Related Party Transactions	26
Item 8.	Financial Information	28
Item 9.	The Offer and Listing	28
Item 10.	Additional Information	30
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 12.	Description of Securities Other Than Equity Securities	36

Part II

Item 13.	Defaults, Dividend Arrearages and Delinquencies	36
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	36
Item 15.	Controls and Procedures	36
Item 16.	Reserved	36
Item 16A.	Audit Committee Financial Expert	37
Item 16B.	Code of Ethics	37
Item 16C.	Principal Accountant Fees and Services	37
Item 16D.	Exemptions from the Listing Standards for Audit Committee	37
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	37

Part III

Item 17.	Financial Statements	37
Item 18.	Financial Statements	37
Item 19.	Exhibits	37

INTRODUCTION

Evolving Gold Corporation (“Evolving Gold” , the “Company” or the “Issuer”) was incorporated under the Canada Business and Corporations Act on 6/19/2003 in the name of 6109527 Canada Ltd.  On 9/30/2003, the Company amended its Articles and changed its name to Evolving Gold Corp.

BUSINESS OF EVOLVING GOLD CORPORATION

Evolving Gold Corporation is principally a mineral company engaged in the acquisition and exploration of mineral properties.

There are no known proven reserves of minerals on the Issuer’s properties.  The Issuer does not have any commercially producing mines or sites, nor is the Issuer in the process of developing any commercial mines or sites.  The Issuer has not reported any revenue from operations since incorporation.  As such, the Issuer is defined as an “exploration-stage company”.

FINANCIAL AND OTHER INFORMATION

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

FORWARD-LOOKING STATEMENTS

This Registration Statement on Form 20-F contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, principally in ITEM #4, “Information on the Company” and ITEM #5, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These statements may be identified by the use of words like “plan”, “expect”, “aim”, “believe”, “project”, “anticipate”, “intend”, “estimate”, “will”, “should”, “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends. In particular, these include statements about the Issuer’s strategy for growth, property exploration, mineral prices, future performance or results of current or anticipated mineral production, interest rates, foreign ex change rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings.

Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties.  Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, among other things, the factors discussed in this Registration Statement under ITEM #3, “Key Information, Risk Factors” and factors described in documents that we may furnish from time to time to the Securities and Exchange Commission. We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.

PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

1.A.1.  Directors

Table No. 1 lists as of 9/20/2004 the names of the Directors of the Issuer.

Table No. 1

Directors

______________________________________________________________________________

______________________________________________________________________________

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Name	Age	Date First Elected of Appointed
Lawrence Dick(1) (2)	52	June 19, 2003
Warren McIntyre (1) (3)	42	June 19, 2003
Chris Osterman (5)	48	July 15, 2004
Paul Cowley, P.Geo. (6)	48	September 15, 2004

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(1)

Member of Audit Committee.

(2)

1200-1188 West Georgia Street, Vancouver, B.C. CANADA V6E 4A2  

(3)

1200-1188 West Georgia Street, Vancouver, B.C. CANANA V6E 4A2         

(4)

1200-1188 West Georgia Street, Vancouver, B.C. CANADA V6E 4A2

(5)

1200-1188 West Georgia Street, Vancouver, B.C. CANADA V6E 4A2

(6)

1200-1188 West Georgia Street, Vancouver, B.C. CANADA V6E 4A2

______________________________________________________________________________

______________________________________________________________________________

1.A.2.  Senior Management

Table No. 2 lists, as of 9/20/2004, the names of the Senior Management of the Company.  The Senior Management serves at the pleasure of the Board of Directors.

Table No. 2

Senior Management

______________________________________________________________________________

______________________________________________________________________________

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Name and Position	Age	Date of First Appointment
Lawrence Dick, President and CEO	52	June 19, 2003
Warren McIntyre, Corporate Secretary	42	April 1, 2004

______________________________________________________________________________

______________________________________________________________________________

Mr. Dick’s business functions, as President and Chief Executive Officer of the Company, include strategic planning, business development, operations, financial administration, accounting, liaison with auditors-accountants-lawyers-regulatory authorities-financial community/ shareholders; and preparation/payment/organization of the expenses/taxes/ activities of the Company, and reporting to the Board of Directors.

Mr. McIntyre’s business functions, as Corporate Secretary, include attending and be the secretary of all meetings of the Board, shareholders and committees of the Board and shall entering or causing to be entered in records kept for that purpose minutes of all proceedings thereat; gives or causes to be given, as and when instructed, all notices to shareholders, Directors, officers, auditors and members of committees of the Board; is the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Company and of all books, records and instruments belonging to the Company, except when some other officer or agent has been appointed for that purpose; and in the future can have such other powers and duties as the Board of the chief executive officer may specify.  Mr. McIntyre may delegate all or part of his duties as Corporate Secretary to a nominee from time to time.

1.B.  Advisors

The Company’s Canadian Legal Counsel:

                             Bruce Bragagnolo Law Corporation    

                             Contact: Bruce Bragagnolo      

                             1055 West Georgia Street

                             Suite 950

                             Vancouver, B.C. CANADA V6C 3B8     

The Company’s bank is:       Bank of Montreal

                             First Bank Tower         

                             595 Burrard Street

                             Vancouver, B.C. CANADA V7X 1L7     

                             Contact: Colleen Siamoto  

                             Telephone: 604-665-2605

1.C Auditors

The Company’s auditor is:    Amisano Hanson, Chartered Accountants

                             Suite 604, 750 West Pender Street

                             Vancouver, B.C. CANADA V6C 2T7

                             Telephone: 604-689-0188

                             Facsimile: 604-689-9773

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE.

--- No Disclosure Necessary ---

ITEM 3.  KEY INFORMATION.

3.A.1.  Selected Financial Data

3.A.2.  Selected Financial Data

The selected financial data of the Company for Fiscal 2004 ended March 31^st was derived from the financial statements of the Company that have been audited by Amisano Hanson, independent Chartered Accountants, as indicated in their audit reports, which are included elsewhere in this Registration Statement.

The selected financial data as at and for the three-month period ended 6/30/2004 have been derived from the unaudited financial statements of the Issuer, included herein and, in the opinion of management include all adjustments (consisting solely of normally recurring adjustments) necessary to present fairly the information set forth therein.

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Registration Statement.

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain all available funds for use in its operations and the expansion of its business.

Table No. 3 is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) and Canadian/USA Generally Accepted Auditing Standards (GAAS).  All material numerical differences between Canadian GAAP and US GAAP, as applicable to the Company, are described in footnotes to the financial statements.

Table No. 3

Selected Financial Data

(CDN$ in 000, except per share data)

________________________________________________________________________________

________________________________________________________________________________

	3 Months	Year
CANADIAN GAAP	Ended 6/30/04	Ended 3/31/04
Revenue	Nil	Nil
Income (Loss) for the Period	($51)	($152)
Basic Income (Loss) Per Share	($0.02)	($152)
Dividends Per Share	Nil	Nil
Wtg. Avg. Shares (000)	4,100	.001
Period-end Shares	6,150	100
Working Capital	$76	$127
Mineral Properties	$27	$27
Long-Term Debt	Nil	Nil
Capital Stock	$307	$100
Shareholders’ Equity (Deficit)	$103	$154
Total Assets	$117	$170
US GAAP
Net Loss	N/A	($179)
Loss Per Share	N/A	($179)
Mineral Properties	N/A	0
Shareholders’ Equity	N/A	$127
Total Assets	N/A	$143

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(1)  Cumulative Net Loss since incorporation through 3/31/2004 under US GAAP was

     ($179,118).

(2)  a) Under US GAAP, options granted to non-employees as compensation for

        services provided are fair valued and an expense recorded.

     b) Under SEC interpretation of US GAAP, all costs related to exploration-

        stage properties are expensed in the period incurred.

________________________________________________________________________________

________________________________________________________________________________

3.A.3.  Exchange Rates

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

Table No. 4 sets forth the exchange rates for the Canadian Dollar at the end of the fiscal year ended March 31, 2004 (Fiscal 2004 was the first year of operation for the Issuer) the average rates for the period, and the range of high and low rates for the period.  The data for each month during the most recent six months is also provided along with the data for the fiscal quarters ended 6/30/2004 and 3/31/2004.

For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.

Table No. 4

U.S. Dollar/Canadian Dollar

______________________________________________________________________________

______________________________________________________________________________

Period	Average	High	Low	Close
August 2004		1.33	1.30	1.32
July 2004		1.33	1.31	1.33
June 2004		1.38	1.34	1.34
May 2004		1.40	1.36	1.37
April 2004		1.37	1.31	1.37
March 2004		1.35	1.31	1.31
Fiscal Quarter Ended 6/30/2004	1.36	1.40	1.31	1.34
Fiscal Quarter Ended 3/31/2004	1.33	1.35	1.27	1.31
Fiscal Year Ended 3/31/2004	1.35	1.48	1.27	1.31

______________________________________________________________________________

______________________________________________________________________________

3.B.  Capitalization and Indebtedness

Table No. 5 sets forth the capitalization and indebtedness of the Company as of 6/30/2004.  As of 9/15/2004, the Company has cash and cash equivalents totaling $73,874.  The Company has no significant debt outstanding as of 6/30/2004 and had issued and outstanding common shares of 6.15 million.

Table No. 5

Capitalization and Indebtedness

______________________________________________________________________________

SHAREHOLDERS’ EQUITY
6,150,100 shares issued and outstanding	$306,600
Retained Earnings (deficit)	($203,422)
Net Stockholders’ Equity	$103,178
TOTAL CAPITALIZATION	$306,600
Stock Options Outstanding (At 9/14/2004):	500,000
Preference Shares Outstanding:	Nil
Capital Leases:	Nil
Guaranteed Debt	Nil
Secured Debt:	Nil

______________________________________________________________________________

______________________________________________________________________________

3.C.  Reasons For The Offer And Use Of Proceeds

--- No Disclosure Necessary ---

3.D.  Risk Factors

Cumulative Unsuccessful Exploration Efforts By Evolving Gold Personnel Could Result In the Company Having to Cease Operations:

The expenditures to be made by Evolving Gold in the exploration of its properties as described herein may not result in discoveries of mineralized material in commercial quantities.  Most exploration projects do not result in the discovery of commercially mineable ore deposits and this occurrence could ultimately result in Evolving Gold having to cease operations.

Evolving Gold Has No Reserves on the Properties in Which It Has an Interest and If Reserves Are Not Defined the Company Could Have to Cease Operations:

The properties in which Evolving Gold has an interest or the concessions in which Evolving Gold has the right to earn an interest are in the exploratory stage only and are without a known body of ore.  If Evolving Gold does not ultimately find a body of ore, it would have to cease operations.

Mineral Prices May Not Support Corporate Profit for Evolving Gold:

The resource exploration industry is intensely competitive and even if commercial quantities of mineral resources are developed (which is not guaranteed), a profitable market may not exist for the sale.  If a profitable market does not exist, Evolving Gold could have to cease operations.

Evolving Gold Has Minimal Positive Cash Flow and No Recent History of Significant Earnings and Is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations. Public distributions of capital result in dilution to existing shareholders:

None of the Issuer’s properties have advanced to the commercial production stage and the Issuer has no history of earnings or positive cash flow from operations. The cumulative loss since the Issuer’s inception of the development stage, according to U.S. Gaap, is ($179,118).  The Issuer does not know if it will ever generate material revenue from mining operations or if it will ever achieve self-sustaining commercial mining operations. Historically, the only source of funds available to the Issuer has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders.

Evolving Gold currently has 500,000 share purchase options outstanding and no share purchase warrants outstanding. If all of the share purchase options were exercised, the number of common shares issued and outstanding would increase from 6,150,100 (as of 9/14/2004) to 6,650,100.  This represents an increase of 8% in the number of shares issued and outstanding and would result in dilution to current shareholders.

The Amount of Capital Necessary to Meet All Environmental Regulations Associated with the Exploration Programs of the Issuer Could Be In An Amount Great Enough to Force Evolving Gold to Cease Operations:

The current and anticipated future operations of the Issuer, including further exploration activities require permits from various Federal and Provincial governmental authorities in Canada.   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 the Company and cause increases in capital expenditures which could result in a cessation of operations by the Company.

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

Large increases in capital expenditures resulting from any of the above factors could force Evolving Gold to cease operations.

Operating Hazards and Risks Associated with the Mining Industry Could Result in Evolving Gold Having to Cease Operations:

Resource exploration activities generally involve a high degree of risk.  Hazards such as unusual or unexpected formations and other conditions are involved.  Operations in which the Issuer has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, damage to or destruction of exploration facilities, damage to life and property, environmental damage and legal liability for any or all damage.  Evolving Gold may become subject to liability for cave-ins and other hazards for which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company’s perception of the relevant risks.  The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration activities and could force Evolving Gold to cease operati ons.

The Risks Associated with Penny Stock Classification Could Affect the Marketability of the Common Stock of Evolving Gold And Shareholders Could Find It Difficult to Sell Their Stock:

The Issuer’s stock is subject to “penny stock” rules as defined in 1934 Securities and Exchange Act rule 3a51-1.  The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  The Issuer’s common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities.  Penny stocks generally are equity securities with a price of less than U.S. $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

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 that 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 such 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 Company’s common shares in the United States and shareholders may find it more difficult to sell their shares.

Evolving Gold is Dependent on Key Personnel and the Absence of Any of These Individuals Could Result in the Company Having to Cease Operations:

While engaged in the business of exploiting mineral properties, the nature of Evolving Gold’s business, its ability to continue its exploration of potential exploration projects, and to develop a competitive edge in the marketplace, depends, in large part, on its ability to attract and maintain qualified key management personnel.  Competition for such personnel is intense and the Company may not be able to attract and retain such personnel.  Evolving Gold’s growth will depend, on the efforts of its Senior Management, particularly its President and CEO, Lawrence Dick and its Corporate Secretary, Mr. Warren McIntyre.

Dilution Through Employee/Director/Consultant Options Could Adversely Affect Evolving Gold’s Stockholders

Because the success of Evolving Gold is highly dependent upon its respective employees, the Company has granted to some or all of its key employees, Directors and consultants options to purchase common shares as non-cash incentives.  To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted. There are currently 500,000 share purchase options outstanding, which, if exercised, would result in an additional 500,000 common shares being issued and outstanding. (For a breakdown of dilution, refer to the risk factor entitled: “Evolving Gold Has Minimal Positive Cash Flow and No Recent History of Significant Earnings and Is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations. Public distributions of capital result in dilution to existing shareholders”)

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 Evolving Gold.  The Issuer is a corporation incorporated in Canada under the Canadian Corporations Act.  A majority of the Company's directors must be residents of Canada, and all or substantial portions of their assets are located outside of the United States, predominately in Canada.  As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.  In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal secur ities laws or other laws of the United States.

However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions.  Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example:

  a) where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law;

  b) the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

  c) the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;

  d) a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court;

  e) the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy;

  f) the judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or

  g) there has not been compliance with applicable Canadian law dealing with the limitation of actions.

As a "foreign private issuer”, Evolving Gold is exempt from the Section 14 proxy rules and Section 16 of the 1934 Securities Act May Result in Shareholders Having Less Complete and Timely Data

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

ITEM 4.  INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Introduction

The Issuer’s executive office is located at:

   Suite 1200, 1188 West Georgia Street

   Vancouver, British Columbia, Canada  V6E 4A2

   Telephone: (604) 685-6375

   Facsimile: (604) 669-2960

   Website: www.evolvinggold.com

   Email: info@evolvinggold.com

The contact person is: Mr. Lawrence Dick, President and CEO.

The Issuer's fiscal year ends March 31^st.

The Issuer's common shares trade on the Canadian Trading and Quotation System Inc. (the “CNQ”) under the symbol: “GOLD”.

The Issuer has unlimited common shares without par value authorized.  At 3/31/2004, the end of the Company's most recent fiscal year, there were 100 common shares issued and outstanding. At 6/30/2004, the end of the Company’s most recently completed fiscal quarter; there were 6,150,100 common shares issued and outstanding.

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).

Incorporation and Name Changes

Evolving Gold Corporation (“Evolving Gold”, the “Company” or the “Issuer”) was formed under the Canada Business and Corporations Act on 6/19/2003 under the name “6109527 Canada Ltd.”  On 9/30/2003, the Company amended its Articles to change its name to “Evolving Gold Corp.”  

Financings

The Company has financed its operations through funds raised in loans, public/private placements of common shares, shares issued for property, shares issued in debt settlements, and shares issued upon exercise of stock options and share purchase warrants.

________________________________________________________________________________ ___________________________________________________________________________

Fiscal Year	Nature of Share Issuance	Number of Shares	Amount
Fiscal 2004	Issue of Common Shares)	100	$100
	Exercise of Special Warrants (2)	5,750,000	$286,500
	Exercise of Special Warrants (3)	200,000	$10,000
	Exercise of Special Warrants (3)	200,000	$10,000

(1)

These shares were issued to the two founders of the Issuer – Alicia Cumming and International Zimtu Technologies, Inc.

(2)

The Company has issued 1,400,000 Series “A” Special Warrants at $0.01 per warrant for proceeds of $14,000.  The Company has issued 3,250,000 Series “B” Special Warrants at $0.05 per warrant for total proceeds of $162,500.  The Company has issued 1,100,000 Series “F” Special Warrants at $0.10 per warrant for total proceeds of $110,000.  Each Series “A”, “B” and “F” Special Warrant is exchangeable into one common share of the Company on or before the fifth day after the regulatory authorities of British Columbia, Alberta and Ontario issue a final receipt for a prospectus. The final receipt was issued on May 14, 2004.

(3)

These Special Warrants were issued in September 2003 pursuant to an agreement for services with the Issuer’s Canadian legal counsel, Mr. Bruce Bragagnolo.

(4)

These Special Warrants were issued in September 2003 pursuant to an agreement to purchase the Murray Property.

Capital Expenditures

Fiscal Year
Fiscal 2004 (First year of operations)	None
Fiscal 2005 to date	None

4.B.  BUSINESS OVERVIEW

Historical Corporate Development

The Company’s principal business since its incorporation has been the acquisition, exploration and development of natural resource properties with the goal of developing and placing into production any properties warranting such further development.

The Company currently owns an option to acquire a 70% interest in a mineral property located in the Cameron River Area of the Northwest Territories, Canada, which is known as the Murray Property (the “Property”).  The Company is exploring for gold on the Property.  The Property is in a preliminary stage of exploration and does not have a known commercial body of ore or minerals.

On 7/22/2003, the Company entered into a Property Option Agreement with International Zimtu Technologies Inc. (“Zimtu”) pursuant to which the Company was granted an option to acquire a 70% undivided interest in the Property.  At the time of the Property Option Agreement was entered into, the Company was a wholly owned subsidiary of Zimtu and as such, may be considered to be a party not dealing at arm’s length with Zimtu.  The Murray Property was originally staked by Jody Dahrouge and sold to Zimtu for the $13,200 cost of staking and a 1% royalty.

Under the terms of the agreement, the Company agreed to acquire all of Zimtu’s right, title and interest in and to the Property and assume all liabilities and obligations in respect thereof in consideration for $17,000 cash in the signing of the Agreement (paid) and the issuance of 200,000 of the Series “P” Special Warrants to Zimtu (issued).  The Company must also incur $250,000 in exploration expenditures on the Property as follows: $15,000 on or before 11/01/2004, $85,000 on or before 7/22/2005 and $150,000 on or before 7/22/2006.  Zimtu is to receive a royalty equal to 1% of the net smelter returns (“NSR”) on minerals other than diamonds and 1% of the gross productions (“GOR”) of diamonds from the Property.  The Company can purchase one half of each royalty for $500,000.

Zimtu acquired the Property pursuant to a Mineral Property Agreement dated 6/10/2003 between Zimtu and Jody Dahrouge.  Under this agreement, Mr. Dahrouge will retain a 1% NSR royalty on mineral other than diamonds and 1% GOR royalty on diamonds from the Property.  Zimtu had the right to purchase one half of the NSR royalty and one half of the GOR royalty from Mr. Dahrouge for $500,000 each.

Using the funds raised in the Special Warrant Offering, the Company’s business objective is to conduct further exploration on the Property and compile that information in an effort to further define the mineralization potential of the Property.  The Company is planning an initial exploration program, anticipated to be complied by October 2004.  Additional work on the Property will be contingent upon successful results being obtained from the preliminary exploration program.

During Fiscal 2005, to date, the Issuer has concentrated the majority of its efforts on exploration work on the Property.

The Issuer is an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on its property.  Further evaluation will be required on the property before a final evaluation as to the economics and legal feasibility of the property is determined.

Plan Of Operations

Source of Funds for Fiscal 2004/2005

The Issuer’s primary source of funds since incorporation has been through the issuance of common shares.

The Issuer had a working capital balance of $127,482 at 3/31/2004 and a working capital balance of $76,178 at 6/30/2004, the end of the first fiscal quarter of Fiscal 2005.

Use of Funds for Fiscal 2004/2005

During Fiscal 2005 and Fiscal 2006, respectively, the Issuer estimates that it might expend $120,000 and $150,000 on general/administrative expenses including property evaluation costs ..  During Fiscal 2005 and Fiscal 2006 respectively, the Issuer estimates that it might expend $100,000 and $120,000 on property acquisition/exploration expenses.

Anticipated Changes to Facilities/Employees

Management of the Issuer anticipates no changes to either facilities or employees in the near future.

United States vs. Foreign Sales/Assets

The Issuer has had no revenue during the past fiscal year.

At 3/31/2004, the Issuer’s assets were located in Canada

Material Effects of Government Regulations

The current and anticipated future operations of the Issuer, 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, well 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 the Issuer and cause increases in capital expenditures which could result in a cessation of operations by the Issuer.  The Issuer has had no material costs related to compliance and/or permits in recent years, and anticipates no material costs in the next year.

Seasonality

Dependency upon Patents/Licenses/Contracts/Processes

Sources/Availability of Raw Materials

--- No Disclosure Necessary ---

4.C. Organization Structure

The Issuer was formed under the Canada Business Corporations Act on 6/19/2003 under the name “6109527 Canada Ltd.”

The Issuer has no subsidiaries.

4.D.  Property, Plant and Equipment

The Issuer’s executive offices are located in rented premises of approximately 1,000 sq. ft. at Suite 1200, 1188 West Georgia Street, Vancouver, British Columbia CANADA V6E 4A2.  The Issuer began occupying these facilities on September 1, 2003.  Monthly rent is $1,000.00.

The Issuer’s only property interest as at 3/31/2004 consisted of its Property Option Agreement with International Zimtu Technologies Inc. to acquire a 70% undivided interest in the Property.

The Murray Property is located in the Cameron River Area of the Northwest Territories, Canada.

It is important to note that even if the Issuer completes its exploration programs on its properties and is successful in identifying mineral deposits, a substantial amount of capital will still have to be spent on each deposit on further drilling and engineering studies before management will know that the Issuer has a commercially viable mineral deposit on the property.

1. The Murray Property

The Murray Property is without known reserves and the work being done by the Issuer is exploratory in nature.  The Issuer’s interest in the Murray Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Issuer entered into a Property Option Agreement with International Zimtu Technologies (“Zimtu”), a related public company, on July 22, 2003 pursuant to which it was granted an option to acquire a 70% undivided interest in the Murray Property. At the time of the Property Option Agreement the Issuer was a wholly owned subsidiary of Zimtu. Zimtu is currently a major shareholder of the Issuer.

Under the terms of this agreement the Issuer acquired all of Zimtu’s right, title and interest in and to the Murray Property and assumed all liabilities and obligations in respect thereof in consideration for $17,000 cash on the signing of the Property Option Agreement and the issuance of 200,000 Special Warrants to Zimtu. The Issuer must also incur $250,000 in exploration expenditures on the Property as follows: $15,000 on or before Nov. 1, 2004; $85,000 on or before July 22, 2005; and, $150,000 on or before July 22, 2006. Zimtu is to rece3ive a royalty equal to 1% of the net smelter returns (“NSR”) on minerals other than diamonds and 1% of the gross production (“GOR”) of diamonds from the Murray Property.  There is no assurance that any production will ever occur on this property and there are currently no known reserves on the Murray Property. The Issuer has the right to purchase one half of each royalty for $500,000.

Zimtu acquired the Murray Property pursuant to a Mineral Property Agreement dated June 10, 2003 between Zimtu and Jody Dahrouge, an unrelated individual. Under this agreement, Mr. Dahrouge will retain a 1% NSR royalty on minerals other than diamonds and 1% GOR royalty on diamonds from the Property. (There is no assurance that any production will ever occur on this property and there are currently no known reserves on the Murray Property.) Zimtu has the right to purchase one half of the NSR royalty and one half of the GOR royalty from Mr. Dahrouge for $500,000 each.

Location

The Murray Property consists of one mineral claim totalling 2,965 acres and is located 78 kilometres northeast of Yellowknife, NT.  It is three kilometres west of Gordon Lake.

Accessibility, Climate, Infrastructure and Physiography

The property is approximately 78 kilometers northeast of Yellowknife in the Northwest Territories. The current winter road to the Diavik and Ekati diamond mines and the Lupin gold mine passes within five kilometers east of the Murray Property, at Gordon Lake.

During summer months, access to the property is by floatplane or helicopter. During winter months access is by ski-equipped aircraft, helicopter or snowmobile from Gordon Lake. Yellowknife is the closest community and offers a complete range of supplies and services for the mineral exploration industry.

History and Previous Work

The Gordon Lake area, within which the Murray Property lies, has a history of exploration of about 70 years. Exploration of this region is considered sporadic, with long periods of inactivity punctuated by a few months of intense exploration.

Exploration on the property has been restricted to an initial trenching program in the late 1930's to early 1940's, and minor sampling programs in the 1980's. No geophysical surveys have been recorded.

After the staking of the PAN claims in the late 1930's, the Consolidated Mining and Smelting Company of Canada, an unrelated company, excavated numerous trenches and pits throughout the Murray Property Area. As well, a shallow exploration shaft was sunk. Subsequent exploration by North Star Mines, an unrelated company, resulted in the excavation of at least one new trench. Since virtually all of the excavation took place over 60 years ago, the current state of the trenches and pits is questionable.

Most early analysis from the property consisted of analyses for precious metals (gold and silver), with occasional analyses for base metals. Geochemical analyses were typically for gold on whole rock (vein and wallrock) samples. Thirty-three samples collected by Nickerson (1972) were analysed for gold and silver at the Federal Assay Office in Yellowknife, with the highest assay value recorded being 4.20 oz/ton gold and 70 per cent of the samples containing detectable gold. Thirty samples collected by Magrum (1982) were analyzed for precious metals by the Federal Assay Office, Yellowknife with a maximum value of 3.592 oz/ton gold returned and 33 per cent of the samples contained more than 0.5 oz/ton gold. The 172 samples collected by Brophy 1994)
from the area surrounding the Murray Property were analyzed for gold. Seventy-seven per cent of wallrock samples collected within 2 meters of gold-bearing quartz veins contained detectable gold, with a maximum value of 0.5 oz/ton recorded.

Mineralization

A commonality of most of the showings containing gold at and near the Murray Property is quartz veining, open space and fracture fillings, replacement bodies, stockworks and silica flooding of the host rock. Gold occurs as native gold and may be associated with sulphide minerals such as arsenopyrite, pyrrhotite, pyrite, chalcopyrite and galena. The gold-bearing veins occur in structures of varying ages, suggesting multiple mineralization events, as opposed to a single mineralization episode. Quartz is most often dense blue-grey, but has also been observed as clear to milky white. The quartz is typically massive and is occasionally brecciated (consisting of angular fragments cemented together).

The following five zones on the Murray Property are of current interest to management:

The No. 1 Zone is the westernmost zone at the property. Large amounts of quartz at the No. 1 Zone are found as veins and replacement bodies.

The No. 3 Zone is northeast of the other zones and parallels a shear zone. This zone is composed of massive blue-gray quartz and quartz stockwork replacement bodies.

The No. 5 Zone is located to the southwest of the No. 3 Zone. Massive quartz veins or replacement fillings within host rock, which is combined with silica, characterize this zone.

Quartz veins and stringers in silicified wallrock are prevalent at the No. 6 Zone, which is located directly east of the No. 1 Zone.

Management believes that the No. 7 Zone, which is south of the other zones, may contain significant gold mineralization. (This has not been proven to date and is based on visual observation by management.) Mineralization is contained within a 0.5 to 2.5 foot wide by 30 foot long quartz-filled fracture that is perpendicular to the strike of the surrounding rock.

2004 Activities by the Issuer

To date, the Issuer has completed no work, other than minor exploration work to fulfill the terms of the option agreement, on the Murray Property. Management commissioned and received an independent technical report on the Murray Property, in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The “Summary Report on the Murray Property” dated September 3, 2003 (the “Report”) was prepared by independent consulting geologist Gary Vivian, P. Eng.

Planned Work Program by the Issuer

The Issuer plans to engage in exploration work on the Murray Property through the end of calendar 2004. The budget for this is $55,000 and the work consists of geologic mapping; sampling and ground geophysics.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the Fiscal Year Ended 3/31/2004, the first full year of operation, should be read in conjunction with the financial statements of the Issuer and the notes thereto.

Overview

The Issuer has only been in existence since June 2003.  Since that time, the Issuer has completed private placements and raised $286,500 in cash and entered into an option agreement to purchase an interest in the Murray Property. The Issuer intends to concentrate its efforts for the remainder of Fiscal 2005, ending March 31, 2005, on exploration efforts on the Murray Property.

Results of Operations

Three Months Ended 6/30/2004 vs. Three Months Ended 6/30/2003

The Issuer was not incorporated until June 19, 2003.

During the three months ended June 30, 2004, the Company reported a loss of $51,304 or $0.02 per share.  The Company did not generate any revenue during the period, and incurred minor overhead expenses.  

Expenses were $51,304 and include management fees of $18,750, rent and administration fees of $4,050, legal fees of $9,801, consulting fees of $4,000, and promotion and advertising fees of $9,228. Other miscellaneous expenses totaled $5,475.

During the quarter, the Company did not make any exploration or property expenditures.

Fiscal 2004 Ended 6/30/2004 vs. Fiscal 2003 Ended 6/30/2003

During the period from incorporation on June 19, 2003 to the financial year ended March 31, 2004, the Company did not generate any revenue.  

Expenses during this period were $152,133 and include management fees of $53,400, rent and administration fees of $41,445, legal fees of $21,450, consulting fees of $20,500, promotion and advertising fees of $4,228, and accounting/audit fees of $5,603.  Other miscellaneous expenses totaled $5,507.

During the period ended March 31, 2004, the Company pre-paid administration and management fees totaling $25,550.

During the period ended March 31, 2004, the Company incurred expenditures of $27,000 for the acquisition of the Murray property, of which $10,000 was paid through the issuance of 200,000 Series “P” Special Warrants of the Company to International Zimtu Technologies Inc.

Fiscal 2003 Ended 6/30/2003 vs. Fiscal 2002 Ended 6/30/2002

Not applicable because the Issuer was not incorporated until June 19, 2003.

Fiscal 2002 Ended 6/30/2002 vs. Fiscal 2001 Ended 6/30/2001

Not applicable because the Issuer was not incorporated until June 19, 2003.

Liquidity and Capital Resources

Fiscal Quarter Ended 6/30/2004

Since incorporation in June 2003, the Company’s capital resources have been limited.  The Company has had to rely upon the sale of equity securities for the cash required for capital acquisitions, exploration and development, and administration, among other things.

The Company will continue to require funds to meet its obligations under the Murray Property option agreement and as a result, will have to continue to rely on equity and debt financing during such period.  There can be no assurance that financing, whether debt or equity, will always be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to the Company.  The Company must expend a total of $250,000 on the Murray Property over a period of 3 years ($15,000 on or before Nov. 1, 2004, $85,000 on or before July 22, 2005 and $150,000 on or before July 22, 2006).  The Company does not have any other commitments for material capital expenditures over either the near or long term and none are presently contemplated other than as disclosed above and or over normal operating requirements.  

The Murray Property is in an exploration stage only and is without a known body of commercial ore.  Development of the Murray Property will only follow upon obtaining satisfactory results.  Exploration and development of natural resources involve a high degree of risk and few properties which are explored are ultimately developed into producing properties.  There is no assurance that the Company’s exploration and development activities will result in any discoveries of commercial bodies of ore. The long term profitability of the Company’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors.

The Company’s revenues, if any, are expected to be in large part derived from the extraction and sale of base and precious metals from the Murray Property, such as gold.  The price of those commodities has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond the Company’s control such as including international, economic and political trends, expectations of inflation, currency exchange fluctuations and interest rates.

Fiscal 2003 Ended 3/31/2003

Not applicable because the Issuer was not incorporated until June 19, 2003

Fiscal 2002 Ended 3/31/2002

Not applicable because the Issuer was not incorporated until June 19, 2003.

US GAAP Reconciliation

Under Canadian GAAP, mineral properties, including exploration, development and acquisition costs, are carried at cost and written down if the properties are abandoned, sold or if management decides not to pursue the properties.  Under US GAAP, all expenditures relating to mineral interests prior to the completion of a definitive feasibility study, which establishes proven and probable reserves, must be expensed as incurred.  Once a final feasibility study has been completed, additional costs incurred to bring a mine into production are capitalized as development costs.

Under Canadian GAAP, stock options granted to employees and non-employees prior to 1/1/2002 are accounted for as capital transactions when the options are exercised.  Subsequent to 1/1/2002, stock options granted to employees continue to be accounted for as capital transactions and stock options granted to non-employees are accounted for using the fair value method.  Under US GAAP, options granted to employees are accounted for by the intrinsic value method, and options granted to non-employees are accounted for under the fair value method.

The reader is advised to consult the Issuer’s audited annual financial statements for the year ended 3/31/2004, particularly Note 10 for quantification of the differences.

5.E.  Off-Balance Sheet Arrangements.

5.F.  Tabular disclosure of contractual obligations.

--- No Disclosure Necessary ---

Critical Accounting Policies

Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  On a regular basis, we evaluate our estimates and assumptions.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

The significant US GAAP versus Canadian GAAP accounting policies that are most critical to aid in fully understanding and evaluating reported financial results include: the expensing of mineral property acquisition/exploration costs; utilizing a ceiling test for the carrying value of producing mineral properties; and accounting for stock-based compensation.

The Issuer capitalizes mineral property acquisition/exploration/development costs until the property is placed into production, sold, allowed to lapse or otherwise abandoned.  All mineral property acquisition, exploration and development costs have been acquired for cash and/or common shares.  The Issuer performs periodic evaluations to evaluate recoverability of mineral property costs.  Under SEC interpretation of US GAAP, all such acquisition and/or exploration costs are expensed in the period incurred.

For US GAAP purposes, the Issuer had elected under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) to continue to apply the intrinsic value based method of accounting for stock-based compensation under APB 25 “Accounting for Stock Issued to Employees”.  Under the intrinsic value method, stock compensation is the excess, if any, of the quoted market value of the stock at the measured date of the grant over the amount an optionee must pay to acquire the stock.  Under US GAAP, the issue of stock options to non-employees is accounted for under SFAS 123.  The fair value of the stock options granted to non-employees will be estimated using the Black-Scholes option pricing model and the following weighted-average assumptions: dividend yield; expected volatility; risk-free interest rate; and expected average option life.

Recent Accounting Pronouncements Applicable to US

In July 2001, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 141 “Business Combinations,” or SFAS 141, and SFAS No. 142, “Goodwill and Other Intangible Assets,” or SFAS 142.  SFAS 141 requires all business combinations initiated after 6/30/2001 to be accounted for using the purchase method of accounting.  Under SFAS 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed for impairment annually or more frequently if impairment indicators arise.  All other intangible assets will continue to be amortized over their estimated useful lives.  The amortization provisions of SFAS 142 apply to goodwill and intangible assets acquired after 6/30/2001.  With respect to goodwill and intangible assets acquired prior to 7/1/2001, we are required to adopt SFAS 142 effective 7/1/2002.  The adoption of SFAS 141 and SFAS 142 is not expected to have a material impact on our financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, or SFAS 144.  Although SFAS 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, or SFAS 121, it retains the requirements of SFAS 121 regarding recognition of impairment loss for long-lived assets to be held and used (based on undiscounted cash flows) and resolves certain implementation issues.  Under SFAS 144, companies will (1) recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and (2) measure an impairment loss as the difference between the carrying amount and fair value of the asset.  SFAS 144 also provides guidance on accounting and disclosure issues surrounding long-lived assets to be disposed of by sale.  The adoption of SFAS 144 on 7/1/2002 is not expected to have a material impact on our financial position or results of operations.

On 4/30/2002, the FASB issued Statement of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (""SFAS 145"").  Among other amendments and rescissions, SFAS No.145 eliminates the requirement that gains and losses from the extinguishments of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect, unless such gains and losses meet the criteria in paragraph 20 of Accounting Principles Board Opinion No. 30, Reporting the Results of Operations, Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.  The adoption of SFAS 145 on 5/15/2002 did not have a material impact on our financial position or results of operations.

In July 2002, the Financial Accounting Standards Board issued SFAS No. 146, Accounting for Exit or Disposal Activities.  SFAS No. 146 addresses the recognition, measurement, and reporting of costs that are associated with exit and disposal activities, including costs related to terminating a contract that is not a capital lease and termination benefits that employees who are involuntarily terminated receive under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract.  SFAS No. 146 supercedes Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).  SFAS No. 146 will be effective for exit or disposal activities of the Issuer that are initiated after 12/31/2002 and are not expected to have a material impact on our financial position or result s of operations.

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6.A.  Directors and Senior Management

Table No. 6

Directors and Senior Management

9/20/2004

______________________________________________________________________________

______________________________________________________________________________

Name	Position	Age	Date of First Election Or Appointment
Lawrence Dick    (1)	President, CEO & Director	52	June 19, 2003
Warren McIntyre  (1)	Corporate Secretary & Director	42	June 19, 2003
Paul Cowley	Director	48	September 15, 2004
Chris Osterman	Director	48	July 15, 2004

------------------------------------------------------------------------------

(1)

Member of Audit Committee

______________________________________________________________________________

Lawrence Dick (President, CEO and Director): Mr. Dick is a Professional Geologist. He also serves as the President and a Director of Continuum Resources Ltd., an unrelated public company. He has been in those capacities with Continuum Resources Ltd. since 2002. During 2001 and 2002 he was a self employed geological consultant. He has been a Director of General Minerals Corp., an unrelated public company, since 1994 and he served as the Executive Vice President of General Minerals Corp. from August, 1995 until January 2001.

Warren McIntyre (Director): Mr. McIntyre has been a corporate communications consultant since January of 2001. During that time he acted as a consultant for Plus International, an unrelated public company (January 2001 until September 2001); Evolve Financial, a private investor relations firm, (2001 until October 2002); Dolphins Resorts, a chain of vacation resorts (November 2002 until February 2003); and, Continuum Resources Ltd., an unrelated public company (March 2003 to present.

Paul Cowley (Director): Mr. Cowley is a professional geologist who received his Bachelor of Science (Honours) in Geology from the University of British Columbia in 1979. Since April of 2000 he has been the Vice President of Exploration and a Consulting Geologist for Gold City Industries Ltd., an unrelated public company. During 2002 he was also a Consulting Geologist and the Reverse Circulation Supervisor for Cumberland Resources Corp., an unrelated public company. During 2000 and 2001 he also served as a Consulting Geologist and Regional Exploration Manager for the Hope Bay Joint Venture. He was the Vice President of Exploration and a Director of Rampton Resource Corp. from April of 1997 until April of 1999. He has also served as the President, CEO and a Director since 1997 of Alliance Mining Ltd., an unrelated public company. In all of these capacities, Mr. Cowley has been involved in all facets of mineral exploration.

Chris Osterman (Director): Dr. Osterman has 25 years of experience in the mining and exploration industry on several continents.  Starting as a mining engineer at the San Manuel mine in Arizona, Dr. Osterman later received a M.S. in Geological Engineering from the University of Arizona and a Ph.D. in Geology from the Colorado School of Mines.  His experience includes gold, nickel and copper mining and exploration in Southern Africa, silver exploration in Bolivia, and porphyry copper exploration in Chile, Peru and Mongolia.  He has spent over three years in search for epithermal gold and silver deposits in the western Sierra Madres and porphyry copper deposits in Sonora, Mexico.

The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.

The Senior Management serves at the pleasure of the Board of Directors.

No Director and/or Senior Management had been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Senior Management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

There are no family relationships between any two or more Directors or Senior Management.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.

6.B.  Compensation

Cash Compensation

Total compensation accrued and/or paid (directly and/or indirectly) to all Directors/Senior Management during Fiscal 2004 ended 3/31/2004 was nil.

Table No. 7

Stock Option Grants in Fiscal 2005 ending 3/31/2005

Name	Number of Options Granted	% Of Total Options Granted	Exercise Price per Share	Grant Date	Expiration Date	Mkt. Value of Securities Underlying Options on Date of Grant
Dr. Chris Osterman	250,000	100%	$0.25	07/15/2004	07/15/2009	$0.25
Paul Cowley	250,000	100%	$0.25	09/15/2004	09/15/2009	$0.25

______________________________________________________________________________

______________________________________________________________________________

The following table gives certain information concerning stock option exercises during Fiscal 2003 by our Senior Management and Directors.  It also gives information concerning stock option values.

Table No. 8

Aggregated Stock Options Exercises in Fiscal 2003

Fiscal Yearend Unexercised Stock Options

Fiscal Yearend Stock Option Values

Senior Management/Directors

Name Number of Shares Acquired on Exercise Aggregate Value Realized Number of Unexercised Options at Fiscal Year-End Exercisable/Unexercisable Value of Unexercised In-the-Money Options at Fiscal Year-End Exercisable/Unexercisable

No Stock Options Were Exercised During Fiscal 2004, ended 3/31/2004 by Senior Management/Directors

_____________________________________  _________________________________________

___________________________________  ___________________________________________

Director Compensation.  The Issuer had no formal plan for compensating its Directors for their service in their capacity as Directors.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.  The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Issuer other than services ordinarily required of a Director.  Other than indicated below no Director received any compensation for his services as a Director, including committee participation and/or special assignments.

Stock Options.  The Issuer may grant stock options to Directors, Senior Management and employees.  500,000 stock options have been granted to date during Fiscal 2005 (ending 3/31/2005) and none have been exercised to date. Refer to ITEM #6.E., "Share Ownership" and Table No. 8 for information about stock options outstanding.

Change of Control Remuneration.  The Issuer had no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Issuer in Fiscal 2005 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$60,000 per Senior Management.

Other Compensation.  No Senior Management/Director received “other compensation” in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Senior Management/Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.

Bonus/Profit Sharing/Non-Cash Compensation.  Except for the stock option program discussed in ITEM #6.E., the Issuer had no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Issuer's Directors or Senior Management.

Pension/Retirement Benefits.  No funds were set aside or accrued by the Issuer during Fiscal 2002 to provide pension, retirement or similar benefits for Directors or Senior Management.

6.C.  Board Practices

6.C.1.  Terms of Office.  Refer to ITEM 6.A.1.

6.C.2.  Directors’ Service Contracts.  --- No Disclosure Necessary ---

6.C.3.  Board of Director Committees.

The Issuer has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of the Issuer and reviews with the independent auditors the scope and results of the Issuer’s audits, the Issuer’s internal accounting controls, and the professional services furnished by the independent auditors to the Issuer.  The current members of the Audit Committee are: Lawrence Dick and Warren McIntyre.  The Audit Committee met once during Fiscal 2004.

6.D.  Employees

As of 9/13/2004, the Issuer had no employees only independent contractors, excluding the Senior Management.

6.E.  Share Ownership

Table No. 7 lists, as of 9/13/2004, Directors and Senior Management who beneficially own the Issuer's voting securities, consisting solely of common shares, and the amount of the Issuer's voting securities owned by the Directors and Senior Management as a group.

Table No. 9

Shareholdings of Directors and Senior Management

Shareholdings of 5% Shareholders

______________________________________________________________________________

______________________________________________________________________________

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	Lawrence Dick	443,125	7.2%
Common	Warren McIntyre	443,125	7.2%
Common	Chris Osterman     (1)	250,000	3.9%
Common	Bruce Bragagnolo	422,536	6.9%
Common	Core Development Corp.	550,000	8.9%
Common	David Eaton	443,125	7.2%
Common	J. Christopher Grove	500,000	8.1%
Common	Southbank	500,000	8.1%
Common	International Zimtu Technologies Inc.	340,328	5.5%
Common	Paul Cowley (2)	250,000	3.9%
	Total Directors/Management 5% Holders	4,415,239	74.1

(1)

Of these shares 250,000 are represented by currently exercisable share purchase options.

(2)

Of these shares 250,000 are represented by currently exercisable share purchase options.

# Based on 6,150,100 shares outstanding as of 9/13/2004  

Stock Options.  The terms of incentive options grantable by the Issuer are done in accordance with the rules and policies of the TSX Exchange and the British Columbia Securities Commission, including the number of common shares under option, the exercise price and expiry date of such options, and any amendments thereto.  The Issuer adopted a formal written stock option plan (the "Plan") on 9/28/2004. (A copy of the Issuer’s Stock Option Plan is included with this document as an exhibit.)

Such “terms and conditions”, including the pricing of the options, expiry and the eligibility of personnel for such stock options; and are described below.

The principal purposes of the Issuer’s stock option program are to (a) assist the company in attracting, retaining, and motivating directors, officers and employees of the Company and, (b) to closely align the personal interests of such directors, officers and employees with the interests of the Company and its shareholders.

The Plan provides that stock options may be granted to service providers for the Issuer.  The term “service providers” means (a) any full or part-time employee or Officer, or insider of the Issuer or any of its subsidiaries; (b) any other person employed by a company or individual providing management services to the Issuer; (c) any other person or company engaged to provide ongoing consulting services for the Issuer or any entity controlled by the Issuer or (d) any individual engaged to provide services that promote the purchase or sale of the issued securities (any person in (a), (b), (c) or (d) hereinafter referred to as an “Eligible Person”); and (e) any registered retirement savings plan established by such Eligible Person, or any corporation controlled by such Eligible Person, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Person and/or spouse, child ren and/or grandchildren of such Eligible Person.  For stock options to Employees, Consultants or Management Company Employees, the Issuer must represent that the optionee is a bona fide Employee, Consultant or Management Company Employee as the case may be.  The terms “insider” “Controlled” and “subsidiary” shall have the meanings ascribed thereto in the Securities Act (Ontario) from time to time.  Subject to the foregoing, the board of directors or Committee, as applicable, shall have full and final authority to determine the persons who are to be granted options under the Plan and the number of shares subject to each option.

The Plan shall be administered by the board of directors of the Issuer or a committee established by the board of directors for that purpose.  Subject to approval of the granting of options by the board of directors or Committee, as applicable, the Issuer shall grant options under the Plan.

The Plan provides that the aggregate number of shares of the Issuer, which may be issued and sold under the Plan, will not exceed 10% of the issued shares of the Issuer.  The Issuer shall not, upon the exercise of any option, be required to issue or deliver any shares prior to (a) the admission of such shares to listing on any stock exchange on which the Issuer’s shares may them be listed, and (b) the completion of such registration or other qualification of such shares under any law, rules or regulation as the Issuer shall determine to be necessary or advisable.  If any shares cannot be issued to any optionee for whatever reason, the obligation of the Issuer to issue such shares shall terminate and any option exercise price paid to the Issuer shall be returned to the optionee.

If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option shall again be available for the purposes of the Plan.  Any stock option outstanding when the Plan is terminated will remain in effect until it is exercised or it expires.  The Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

(a) options will be non-assignable and non-transferable except that they will

    be exercisable by the personal representative of the option holder in the

    event of the option holder’s death;

(b) options may be exercisable for a maximum of five years from grant date;

(c) options to acquire no more than 5% of the issued shares of the Issuer may

    be granted to any one individual in any 12-month period;

(d) options to acquire no more than 2% of the issued shares of the Issuer may

    be granted to any one consultant in any 12-month period;

(e) options to acquire no more than an aggregate of 2% of the issued shares of

    the Issuer may be granted to an employee conducting investor relations

    activities (as defined in TSX Venture Exchange Policy 1.1), in any 12

    month period;

(f) options to acquire no more than 10% of the issued shares of the Issuer

    may be granted to any insiders in any 12-month period;

(g) options held by an option holder who is a director, employee, consultant

    or management company employee must expire within 90 days after the option

    holder ceases to be a director, employee, consultant or management company

    employee;

(h) options held by an option holder who is engaged in investor relations

    activities must expire within 30 days after the option holder ceases to be

    employed by the Issuer to provide investor relations activities; and

(i) in the event of an option holder’s death, the option holder’s personal

    representative may exercise any portion of the option holder’s vested

    outstanding options for a period of one year following the option holder’s

    death.

The Plan provides that other terms and conditions may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option certificate.  Stock options granted to directors, senior officers, employees or consultants will vest when granted unless otherwise determined by the Board on a case by case basis, other than stock options granted to consultants performing investor relations activities, which will vest in stages over 12 months with no more than one-fourth of the options vesting in any three month period.

The price at which an option holder may purchase a common share upon the exercise of a stock option will be as set forth in the option certificate issued in respect of such option and in any event will not be less than the discounted market price of the Issuer’s common shares as of the date of the grant of the stock option (the “Award Date”).  The market price of the Issuer’s common shares for a particular Award Date will typically be the closing trading price of the Issuer’s common shares on the day immediately preceding the Award Date, or otherwise in accordance with the terms of the Plan.  Where there is no such closing price or trade on the prior trading day “market price” shall mean the average of the most recent bid and ask of the shares of the Issuer on any stock exchange on which the shares are listed or dealing network on which the shares of the Issuer trade.

In no case will a stock option be exercisable at a price less than the minimum prescribed by each of the organized trading facilities or the applicable regulatory authorities that would apply to the award of the stock option in question.

Common shares will not be issued pursuant to stock options granted under the Plan until they have been fully paid for by the option holder.  The Issuer will not provide financial assistance to option holders to assist them in exercising their stock options.

The names and titles of the Directors/Executive Officers of the Issuer to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in Table No. 10 as of 9/15/2004, as well as the number of options granted to Directors and independent contractors.

Table No. 10

Stock Options Outstanding

Name	Number of Shares of Common Stock	Exercise Price	Grant Date	Expiration Date
Officers/Directors:
Dr. Chris Osterman	250,000	$0.25	7/15/2004	7/15/2009
Mr. Paul Cowley	250,000	$0.25	9/15/2004	9/15/2009

Total Officers/Directors        500,000

Total Employees/Consultants         nil

Total Officers/Directors/Etc.   500,000

______________________________________________________________________________

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.  Major Shareholders.

7.A.1.a.  Holdings By Major Shareholders.

Refer to ITEM #6.E and Table No. 7.

7.A.1.b.  Significant Changes in Major Shareholders’ Holdings.

---No Disclosure Required---

7.A.1.c.  Different Voting Rights.  The Issuer’s major shareholders do not have different voting rights.

7.A.2.  Canadian Share Ownership.

On 9/14/2004, the Issuer’s shareholders’ list showed 6,150,100 common shares outstanding and 97 registered shareholders.  The Issuer has researched the indirect holding by depository institutions and other financial institutions estimates that there are: 92 holders of record" resident in Canada, holding 5,551,854 common shares and no “holders of record" resident in the USA. Shareholders located in the United Kingdom and the British West Indies hold the remaining 598,246 common shares.

7.A.3.  Control of the Company  The Issuer is a publicly owned Canadian corporation, the shares of which are owned by Canadian residents and other foreign residents.  The Issuer is not controlled by any foreign government or other person(s) except as described in ITEM #4.A., “History and Growth of the Company”, and ITEM #6.E., “Share Ownership”.

7.A.4.  Change of Control of Company Arrangements

---No Disclosure Necessary---

7.B.  Related Party Transactions

During the period ended March 31, 2004, the Company incurred the following charges with a company who is a significant shareholder and with a company whose director acts as a manager of the Company:

Consulting	$ 10,500
Management fees	52,400
Promotion and advertising	2,500
Rent and administration fees	41,445
	$ 106,845

These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties.

The two related parties are, International Zimtu Technologies Inc. and Shaun Ledding, a manager for the Issuer.

During the period ended March 31, 2004, the Company prepaid a total of $25,550 in respect of a management services agreement to a company whose director acts as manager for the Company. The related party is Shaun Ledding.     

During the period ended March 31, 2004, the Company entered into a mineral property option agreement with a public company who is a shareholder of the Company, to which it paid cash of $17,000 and issued 200,000 Series “P” Special Warrants valued at $10,000. The related party is International Zimtu Technologies Inc.

Accounting Fees

The Issuer paid accounting fees of $5,603 and $1,891 to Amisano Hansen   during Fiscal 2004 and Fiscal 2005 (to date), respectively.

Shareholder Loans

---No Disclosure Required---

Amounts Owing to Senior Management/Directors

There have been no transactions since 8/31/2003, or proposed transactions, which have materially affected or will materially affect the Issuer in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common shares, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.  Management believes the transactions referenced above were on terms at least as favorable to the Issuer as the Issuer could have obtained from unaffiliated parties.

7.C.  Interests of Experts and Counsel

---No Disclosure Necessary---

ITEM 8.  FINANCIAL INFORMATION

8.A.  Consolidated Statements and Other Financial Information

The Issuer's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Issuer, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Registration Statement.  The audit reports of Amisano Hansen, Independent Chartered Accountants, are included herein immediately preceding the financial statements.

Audited Financial Statements:

  Fiscal 2004 Ended March 31^st

Unaudited Financial Statements:

  6/30/2004

8.A.7.  Legal/Arbitration Proceedings

The Directors and the management of the Issuer do not know of any material, active or pending, legal proceedings against them; nor is the Issuer involved as a plaintiff in any material proceeding or pending litigation.

The Directors and the management of the Issuer know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Issuer.

8.B.  Significant Changes

ITEM 9.  THE OFFER AND LISTING

9.A.  Common Share Trading Information

The Company's common shares trade on the CNQ Exchange in Toronto, Ontario, Canada, under the symbol "GOLD".  The Issuer applied for listing on the CNQ Exchange and began trading on the CNQ Exchange on 06/14/2004.

Table No. 13 lists the high and low sales prices on the CNQ Exchange for the last three months. No other disclosure is provided as the Issuer only began trading on June 14, 2004.

______________________________________________________________________________

______________________________________________________________________________

Table No. 13

CNQ Exchange

Common Shares Trading Activity

- Sales -

Canadian Dollars

Period	High	Low
Month Ended 06/30/04	$0.31	$0.24
Month Ended 07/31/04	$0.29	$0.23
Month Ended 08/31/04	$0.26	$0.23
Fiscal Year Ended 3/31/2004	Not	Public

______________________________________________________________________________

______________________________________________________________________________

9.A.5.  Common Share Description

Registrar/Common Shares Outstanding/Shareholders

The Issuer has only one class of shares authorized, namely, common shares without par value. There are an unlimited number of common shares authorized. As of 9/14/2004 a total of 6,150,100 shares were issued and outstanding.

All shares are initially issued registered in the name of the shareholder or its nominee. There are no restrictions on the transferability of the shares imposed by the Issuer’s contacting documents.

Pacific Corporate Trust of Canada (located at 625 Howe Street, 10^th Floor, Vancouver, B.C. Canada V6C 3B8) is the registrar and transfer agent for the common shares.

Common Share Description

All of the authorized common shares of the Issuer are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.

Holders of common shares are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common shares are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Issuer, holders of common shares are entitled to receive pro rata the assets of Issuer, if any, remaining after payments of all debts and liabilities.

No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

Provisions as to the modification, amendment or variation of such shareholder rights or provisions are contained in the Business Corporations Act (British Columbia).  Unless the Act or the Issuer's Articles or Memorandum otherwise provide, any action to be taken by a resolution of the shareholders may be taken by an ordinary resolution, being approval by a vote of a majority of the votes cast in respect of the matter at the shareholders' meeting.

There are no restrictions on the repurchase or redemption of common shares of the Issuer while there is any arrearage in the payment of dividends or sinking fund installments.

Stock Options

Refer to ITEM 6.E. and Table No. 8 for additional information.

Share Purchase Warrants

As of September 14, 2004 there were no share purchase warrants outstanding.

______________________________________________________________________________

9.A.6.  Differing Rights

9.A.7.a.  Subscription Warrants/Right

9.A.7.b.  Convertible Securities/Warrants

---No Disclosure Necessary---

9.C.  Stock Exchanges Identified

The common shares trade on the CNQ Exchange in Toronto, Ontario, Canada.

Refer to ITEM #9.A.4.

ITEM 10.  ADDITIONAL INFORMATION

10.A.  Share Capital

10.A.1.  Authorized/Issued Capital.  As of 3/31/2004 there was an unlimited number of common shares without par value authorized.  At 3/31/2004, there were 100 common shares issued and outstanding.  As of 6/30/2004 there were 6,150,100 common shares issued and outstanding.

During the last five years, $10,000 of the capital has been “paid for” with assets other than cash.    

10.A.2.  Shares Not Representing Capital.

10.A.3.  Shares Held By Company.

---No Disclosure Necessary---

10.A.4.  Stock Options/Share Purchase Warrants

10.A.5.  Stock Options/Share Purchase Warrants

---Refer to Table No. 8 and Table No. 10.---

10.A.6.  History of Share Capital

The Issuer has financed its operations through funds raised in public/private placements of common shares and Special Warrants; and shares issued upon conversion of Special Warrants.

______________________________________________________________________________

Fiscal Year	Nature of Share Issuance	Number of Shares	Amount
Fiscal 2004	Issue of Common Shares(1)	100	$100
	Exercise of Special Warrants (2)	5,750,000	$286,500
	Exercise of Special Warrants (3)	200,000	$10,000
	Exercise of Special Warrants (4)	200,000	$10,000

(1)  These shares were issued to the two founders of the Issuer – Alicia Cumming and International Zimtu Technologies, Inc.

(2)

The Company has issued 1,400,000 Series “A” Special Warrants at $0.01 per warrant for proceeds of $14,000.  The Company has issued 3,250,000 Series “B” Special Warrants at $0.05 per warrant for total proceeds of $162,500.  The Company has issued 1,100,000 Series “F” Special Warrants at $0.10 per warrant for total proceeds of $110,000.  Each Series “A”, “B” and “F” Special Warrant is exchangeable into one common share of the Company on or before the fifth day after the regulatory authorities of British Columbia, Alberta and Ontario issue a final receipt for a prospectus. The final receipt was issued on May 14, 2004.

(3)

These Special Warrants were issued in September 2003 pursuant to an agreement for services with the Issuer’s Canadian legal counsel, Mr. Bruce Bragagnolo.

(4)

These Special Warrants were issued in September 2003 pursuant to an agreement to purchase the Murray Property.

______________________________________________________________________________

10.A.7.  Resolutions/Authorizations/Approvals

---No Disclosure Necessary---

10.B.  Memorandum and Articles of Association

The Company was incorporated on June 19, 2003 under the Canadian Business and Corporations Act.

There are no restrictions on the business the company may carry on in the Articles of Incorporation.

Under the Company’s articles of association and bylaws a director is not allowed to vote on a proposal, arrangement, contract or transaction in which the director is materially interested.

The Company’s articles of association and bylaws do not allow directors, in the absence of an independent quorum, to vote compensation to themselves or any members of their body.

Part 4 of the Company’s bylaws address the borrowing powers of the directors. The borrowing powers are summarized as follows:

The Directors may, from time to time on behalf of the Company:

a.

borrow money in such manner and amount, on such security from such sources and upon such terms and conditions as they think fit;

b.

issue bonds or other debt instruments outright or as security for any liability or obligation for either the Company or any other person;

c.

mortgage any part or the whole of any property or assets of the Company;

There are no age limit requirements pertaining to the retirement or non-retirement of directors.

A director need not be a shareholder of the Company.

The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:

Common Shares

All of the authorized shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

The Company may by ordinary resolution filed with the Registrar amend its Memorandum to increase the authorized capital of the Company by:

a.

creating shares with par value or shares without par value

b.

increasing the number of shares with par value or without par value

c.

increasing the par value of a class of shares with par value, if no shares of that class are issued.

The Company may by special resolution alter its Memorandum to subdivide, consolidate or change the designation of any or all of its shares in such manner and with such consents of members holding a class of shares as the Company Act provides.

The Company may alter its Memorandum or these Articles:

a.

by special resolution, to create, define and attach special rights and restrictions to any shares, and

b.

by special resolution to vary or abrogate any special rights and restrictions attached to any shares

but no right attached to any issued shares shall be prejudiced or interfered with unless all members holding shares of each class whose right is so affected has given consent in writing, or unless a resolution consenting is passed by three-fourths of such holders at a separate class meeting of the holders.

Redemption Provisions

The Company may, by a resolution of the Directors and in compliance with the Corporation Act, purchase any of its shares at the price and at the terms specified in the resolution. No purchase will be made if, at the time, the Company is insolvent or the purchase would render the Company insolvent. Unless the shares are to purchased through a stock exchange or the Company is purchasing the shares from an employee or former employee, or if the Company is purchasing the shares from an affiliate or dissenting members, the Company shall make its offer to purchase pro rata to every member who holds shares of the class or kind. If the Company proposes to redeem some but not all of the shares of any class, the Directors may decide the manner in which the shares to be redeemed shall be selected.

There are no provisions discriminating against any existing or prospective holder of securities as a result of such shareholder owning a substantial number of shares.

The conditions governing the manner in which annual general meetings and extraordinary general meetings of shareholders are convoked, including conditions of admission are described in Part 7 of the Company’s bylaws.  These conditions are summarized as follows:

Annual Meeting. An annual general meeting shall be held once in every calendar year at such time and place as determined by the Directors, but not more than 15 months after the holding of the last preceding annual general meeting.

Extraordinary General Meetings. The Board, the Chairman of the Board, the Managing Director or the President may convene an extraordinary general meeting whenever they see fit. Others who wish to convene a meeting may requisition to do so through the process provided under the Corporations Act.

Every member who is present in person shall have one vote and every member shall have one vote for which he is the registered holder either in person or by proxy. A member holding more than one share in respect of which he is entitled to vote shall be entitled to appoint one or more, but not more than five, proxy holders to attend, act and vote for him.

There are no limitations on the rights to own securities.

There are no provisions of the Company’s articles of association, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company.

10.C. Material Contracts                                    

a.  Property Agreement between the Company and International Zimtu Technologies regarding the Murray Property dated July 22, 2003.

b.

Property Agreement between International Zimtu Technologies and Jody Dahrouge regarding the Murray property dated June 10, 2003.

c.

Administrative Services and Rental Agreement between the Company and International Zimtu Technologies dated July 1, 2003.

d.

Agreement regarding revised Murray Property work commitments dated September 16, 2004.

10.D.  Exchange Controls

Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Issuer’s securities, except as discussed in ITEM 10, ”Taxation" below.

Restrictions on Share Ownership by Non-Canadians:  There are no limitations under the laws of Canada or in the organizing documents of the Issuer on the right of foreigners to hold or vote securities of the Issuer, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Issuer by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Issuer. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

10.E.  Taxation

Canadian Federal Income Tax Considerations

The following is a brief summary of some of the principal Canadian federal income tax consequences to a holder of common shares of the Issuer (a "U.S. Holder") who deals at arm's length with the Issuer, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the "Act") and the Canada – United States Income Tax Convention (the "Treaty"), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada.  Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.

Under the Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares.  The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Issuer and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.

In general, a U.S. Holder will not be subject to Canadian income tax on capital gains arising on the disposition of shares of the Issuer unless (i) at any time in the five-year period immediately preceding the disposition, 25% or more of the shares of any class or series of the capital stock of the Issuer was owned by (or was under option of or subject to an interest of) the U.S. holder or persons with whom the U.S. holder did not deal at arm's length, and (ii) the value of the common shares of the Issuer at the time of the disposition derives principally from real property (as defined in the Treaty) situated in Canada. For this purpose, the Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits and other natural resources situated in Canada, rights to amounts computed by reference to the amount or value of production from such resources, certain other rights in respect of natural resources situated in Canada and shares of a corporation the value of whose shares is derived principally from real property situated in Canada.

The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company. A foreign corporation, such as the Issuer, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year. The Issuer believes that it was not a passive foreign investment company for the taxable year ended 12/31/2003 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.

Dividends

A Holder will be subject to Canadian withholding tax ("Part XIII Tax") equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on common shares.  Under the Canada-U.S. Income Tax Convention (1980) as amended by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and 7/29/1997 (the "Treaty"), the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States and who is the beneficial owner of the dividend, is 5%.  If the Holder is a company that owns at least 10% of the voting stock of the Company paying the dividend, and, in all other cases, the tax rate is 15% of the gross amount of the dividend.  The Issuer will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the accou nt of the Holder.

Disposition of Common Shares

A Holder who disposes of a common share, including by deemed disposition on death, will not normally be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted "taxable Canadian property" as defined by the Tax Act.  Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder if the share is listed on a prescribed stock exchange unless the Holder or persons with whom the Holder did not deal at arm's length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Issuer.  The Canadian Venture Exchange is a prescribed stock exchange under the Tax Act.  A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was taxable Canadian property will nevertheless , by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 month period preceding the disposition, or (c) the Holder is an individual who (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on a disposition of a common share must include three quarters of the capital gain (taxable capital gain) in computing the Holder's taxable income earned in Canada.  The Holder may, subject to certain limitations, deduct three-quarters of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.

United States Taxation

For federal income tax purposes, an individual who is a citizen or resident of the United States or a domestic corporation ("U.S. Taxpayer") will recognize a gain or loss on the sale of the Issuer's common shares equal to the difference between the proceeds from such sale and the adjusted tax basis of the common shares.  The gain or loss will be a capital gain or capital loss if the Issuer's common shares are a capital asset in U.S. Taxpayer's hands.

For federal income tax purposes, a U.S. Taxpayer will be required to include in gross income dividends received on the Issuer's common shares.  A U.S. Taxpayer who pays Canadian tax on a dividend on common shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction) against federal income tax liability.  A domestic corporation that owns at least 10% of the voting shares should consult its tax advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on the Issuer's common shares.

Under a number of circumstances, United States Investor acquiring shares of the Issuer may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255.  In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Issuer will be required to file such a return.  Other filing requirements may apply, and United States Investors should consult their own tax advisors concerning these requirements.

The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company.  A foreign corporation, such as the Issuer, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year.  The Issuer believes that it was not a passive foreign investment company for the taxable year ended 12/31/2003 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.  

10.F.  Dividends and Paying Agents

The Issuer has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future.  The present policy of the Issuer is to retain future earnings for use in its operations and the expansion of its business.

Notwithstanding the aforementioned: the Issuer is unaware of any dividend restrictions; has no specific procedure for the setting of the date of dividend entitlement; but might expect to set a record date for stock ownership to determine entitlement; has no specific procedures for non-resident holders to claim dividends, but might expect to mail their dividends in the same manner as resident holders.  The Issuer has not nominated any financial institutions to be the potential paying agents for dividends in the United States.

10.G.  Statement by Experts  

The Issuer’s auditors for its financial statements for each of the preceding three years were G. Ross McDonald, Chartered Accountants.  Their audit report for Fiscal 2003/2002/2001 is included with the related financial statements in this Registration Statement with their consent.

10.H.  Document on Display

--- No Disclosure Necessary ---

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

--- No Disclosure Necessary ---

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.  Debt Securities            --- No Disclosure Necessary ---

12.B.  Warrants and Rights        --- No Disclosure Necessary ---

12.C.  Other Securities           --- No Disclosure Necessary ---

12.D.  American Depository Shares  -- No Disclosure Necessary ---

PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

--- No Disclosure Necessary ---

ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY

          HOLDERS AND USE OF PROCEEDS

--- No Disclosure Necessary ---

ITEM 15.  CONTROLS AND PROCEDURES

The Issuer carried out an evaluation, under the supervision and with the participation of the Issuer’s management, including the Issuer’s President, of the effectiveness of the design and operation of the Issuer’s “disclosure controls and procedures” [as defined in the Exchange Act Rule 13a-15(e)] as of the end of the period covered by this report.  Based upon that evaluation, the President concluded that the Issuer’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Issuer required to be included in the Issuer’s periodic SEC filings, and that information is recorded, processed, summarized and reported as and when required.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

There was no significant change in the Issuer’s internal control over financial reporting that occurred during the Issuer’s most recently completed fiscal year ended 3/31/2004 that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting.  Nor were there any significant deficiencies or material weaknesses in the Issuer's internal controls requiring corrective actions.

ITEM 16.  RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16B. CODE OF ETHICS

ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E. PURCHASES OF EQUITY SECFURITIES BY THE ISSUER/AFFILIATED PURCHASERS

---Not Applicable---

PART III

ITEM 17.  FINANCIAL STATEMENTS

The Issuer's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Issuer, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Registration Statement.  The audit report of Amisano Hansen, Independent Chartered Accountants, is included herein immediately preceding the audited financial statements.

Audited Financial Statements

Unaudited Financial Statements

ITEM 18.  FINANCIAL STATEMENTS

The Issuer has elected to provide financial statements pursuant to ITEM #17.

ITEM 19.  EXHIBITS

1. Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws

2. Instruments defining the rights of holders of the securities being registered

***See Exhibit Number 1***

3. Voting Trust Agreements – N/A

4. Material Contracts:

a.  Property Agreement between the Company and International Zimtu Technologies regarding the Murray Property dated July 22, 2003.

b.

Property Agreement between International Zimtu Technologies and Jody Dahrouge regarding the Murray property dated June 10, 2003.

c.

Administrative Services and Rental Agreement between the Company and International Zimtu Technologies dated July 1, 2003.

d.

Agreement regarding revised Murray Property work commitments dated September 16, 2004.

5. List of Foreign Patents – N/A

6. Calculation of earnings per share – N/A

7. Explanation of calculation of ratios – N/A

8. List of Subsidiaries – N/A

9. Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A

10.Other documents:

1.

Annual General Meeting Material

EVOLVING GOLD CORP.

(A Pre-Exploration Stage Company)

REPORT AND FINANCIAL STATEMENTS

March 31, 2004

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors of

Evolving Gold Corp.

(A Pre-Exploration Stage Company)

We have audited the balance sheet of Evolving Gold Corp. as at March 31, 2004 and the statements of loss, shareholders’ equity and cash flows for the period from June 19, 2003 (Date of Incorporation) to March 31, 2004.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2004 and the results of its operations and its cash flows for the period from June 19, 2003 (Date of Incorporation) to March 31, 2004 in accordance with Canadian generally accepted accounting principles.  

Vancouver, Canada
April 14, 2004, except as to Note 9, which is as of  May 10, 2004	Chartered Accountants

COMMENTS BY AUDITOR FOR US READERS ON CANADA - US REPORTING CONFLICT

In the United States of America, 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 has accumulated significant losses since inception and is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable, both of which raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not i nclude any adjustments that might result from the outcome of this uncertainty.

Our report to the directors dated April 14, 2004 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, Canada
April 14, 2004, except as to Note 9, which is as of May 10, 2004	Chartered Accountants

EVOLVING GOLD CORP.

(A Pre-Exploration Stage Company)

BALANCE SHEET

March 31, 2004

(Stated in Canadian Dollars)

ASSETS
Current
Cash	$ 113,186
GST receivable	3,979
Prepaid expenses – Note 5	25,550
	142,715
Mineral property – Notes 3 and 5	27,000
	$ 169,715
LIABILITIES
Current
Accounts payable and accrued liabilities	$ 15,233
SHAREHOLDERS’ EQUITY
Share Capital
Authorized:
Unlimited number of common shares
Issued:
100 common shares	100
Special warrants – Notes 4 and 9	306,500
Deficit accumulated during the pre-exploration stage	( 152,118)
	154,482
	$ 169,715

Nature and Continuance of Operations – Note 1

Commitments – Notes 3 and 6

SEE ACCOMPANYING NOTES

EVOLVING GOLD CORP.

(A Pre-Exploration Stage Company)

STATEMENT OF LOSS

for the period from June 19, 2003 (Date of Incorporation) to March 31, 2004

(Stated in Canadian Dollars)

Administrative Costs
Accounting	$ 5,603
Bank charges and interest	223
Consulting – Note 5	20,500
Legal	21,450
Management fees – Note 5	53,400
Office and miscellaneous	635
Promotion and advertising – Note 5	4,228
Rent and administration fees – Note 5	41,445
Transfer agent and filing fees	2,340
Travel	2,309
Loss before other item	( 152,133)
Other item:
Interest income	15
Net loss for the period	$ ( 152,118)
Basic and diluted loss per share	$ ( 152,118)
Weighted Average Number of Shares Outstanding	1

EVOLVING GOLD CORP.

(A Pre-Exploration Stage Company)

STATEMENT OF CASH FLOWS

for the period from June 19, 2003 (Date of Incorporation) to March 31, 2004

(Stated in Canadian Dollars)

Operating Activities:
Net loss for the period	$ ( 152,118)
Add: non-cash item
Special warrants issued for legal fees	10,000
Changes in non-cash working items related to operations:
Prepaid expenses	( 25,550)
GST receivable	( 3,979)
Accounts payable and accrued liabilities	15,233
	( 156,414)
Financing Activities
Issue of common share	100
Special warrants	286,500
	286,600
Investing Activity
Acquisition of mineral property	( 17,000)
Increase in cash during the period and cash, end of the period	$ 113,186
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$ -
Income taxes	$ -

Non-cash Transaction – Note 8

EVOLVING GOLD CORP.

(A Pre-Exploration Stage Company)

STATEMENT OF SHAREHOLDERS’ EQUITY

for the period from June 19, 2003 (Date of Incorporation) to March 31, 2004

(Stated in Canadian Dollars)

					Deficit
					Accumulated
					During the
	Common Stock		Special		Exploration
	Shares	Amount	Warrants	Amount	Stage	Total
For cash:
Issuance of shares – at $1	100	$ 100	-	$ -	$ -	$ 100
Issuance of “A” warrants  – at 0.01	-	-	1,400,000	14,000	-	14,000
Issuance of “B” warrants  – at 0.05	-	-	3,250,000	162,500	-	162,500
Issuance of “F” warrants  – at 0.10	-	-	1,100,000	110,000	-	110,000
Issuance of “L” warrants  – at 0.05	-	-	200,000	10,000	-	10,000
Issuance of “P” warrants   for mineral property  acquisition – at 0.05	-	-	200,000	10,000	-	10,000
Net loss for the period ended March 31, 2004	-	-	-	-	(152,118)	(152,118)
Balance, March 31, 2004	100	$ 100	6,150,000	$ 306,500	$ (152,118)	$ 154,482

EVOLVING GOLD CORP.

(A Pre-Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2004

(Stated in Canadian Dollars)

Note 1

Nature and Continuance of Operations

Evolving Gold Corp. (the “Company”) was incorporated as 6109527 Canada Ltd. on June 19, 2003 under the Canada Business Corporation Act and is in the business of acquiring, exploring and evaluating mineral properties.  On September 30, 2003, the Company changed its name to Evolving Gold Corp.  At March 31, 2004, the Company was in the exploration stage and had interests in mineral properties located in the Northwest Territories.

The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable reserves, continuation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain financing to complete their development, and future profitable production or disposition thereof.

The financial statements have been prepared using Canadian generally accepted accounting principles applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business.  The Company has accumulated losses of $152,118 since its inception.  Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

Note 2

Summary of Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada and are stated in Canadian dollars. Except as disclosed in Note 10, these financial statements conform in all material respects with GAAP in the United States of America.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.  Actual results could vary from these estimates.

The financial statements, have in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

a)

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

#

Note 2

Summary of Significant Accounting Policies – (cont’d)

b)

Mineral Properties

The Company defers the cost of acquiring, maintaining its interest, exploring and developing mineral properties until such time as the properties are placed into production, abandoned, sold or considered to be impaired in value.  Costs of producing

properties will be amortized on a unit of production basis and costs of abandoned properties are written-off.  Proceeds received on the sale of interests in mineral properties are credited to the carrying value of the mineral properties, with any excess included in operations.  Write-downs due to impairment in value are charged to operations.

The Company is in the process of exploring and developing its mineral properties and has not yet determined the amount of reserves available.  Management reviews the carrying value of mineral properties on a periodic basis and will recognize impairment in value based upon current exploration results, the prospect of further work being carried out by the Company, the assessment of future probability of profitable revenues from the property or from the sale of the property.  Amounts shown for properties represent costs incurred net of write-downs and recoveries, and are not intended to represent present or future values.

a)

Income Taxes

The Company follows the asset and liability method of accounting for income taxes.  Under this method, current income taxes are recognized for the estimated income taxes payable for the current period.  Future income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes only if it is more likely than not that they can be realized.

d)

Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period.  Diluted loss per share reflects the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock.  The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock methods and the effect of convertible securities by the “if converted” method.  Fully diluted amounts are not presented when the effects of the computations are anti-dilutive due to the losses incurred.  Accordingly, there is no difference in the amounts presented for basics and diluted loss per share.

#

Note 2

Summary of Significant Accounting Policies – (cont’d)

e)

Exploration Stage Company

The Company is a pre-exploration stage company as defined in Statement of Financial Accounting Standards No. 7 and the Securities and Exchange Commission Act Guide 7.  The Company is devoting its present efforts to exploring and developing its mineral properties and none of its planned principal operations have commenced.  All losses accumulated since inception have been considered as part of the Company’s pre-exploration stage activities.

Note 3

Mineral Property

Pursuant to a property option agreement dated July 22, 2003 between the Company and International Zimtu Technologies Inc. (“Zimtu”), a public company, the Company has the option to earn a 70% undivided interest in certain mineral claims (the “Property”), located 78 kilometres northeast of Yellowknife, Northwest Territories. Consideration is $17,000 cash, exploration expenditures of $250,000 and the issue of 200,000 Special Warrants as follows:

a)

$17,000 cash at the inception of the agreement (paid);

b)

incurring exploration expenditures as follows:

i)

$50,000 on or before July 22, 2004;

ii)

a further $50,000 on or before July 22, 2005;  and

iii)

a further $150,000 on or before July 22, 2006.

c)

the issue of 200,000 Series “P” Special Warrants within 10 days of signing the agreement (issued).  

The Company, upon exercise of its option, shall pay to the optionor upon commencement of commercial production, a royalty equal to 1% of the net smelter returns on minerals other than diamonds and 1% of the gross production of diamonds from the Property.  The Company may purchase one half of each of the net smelter return royalty or the gross production diamond royalty at any time for $500,000 for each ½ interest.

#

Note 4

Special Warrants

Series “A” Special Warrants

The Company has issued 1,400,000 Series “A” Special Warrants at $0.01 per warrant for total proceeds of $14,000.

Series “B” Special Warrants

The Company has issued 3,250,000 Series “B” Special Warrants at $0.05 per warrant for total proceeds of $162,500.

Series “F” Special Warrants

The Company has issued 1,100,000 Series “F” Special Warrants at $0.10 per warrant for total proceeds of $110,000.

Series “L” Special Warrants

The Company has issued 200,000 Series “L” Special Warrants at $0.05 per warrant for a total of $10,000 pursuant to legal services performed for the Company.

Series “P” Special Warrants – Note 3

The Company has issued 200,000 Series “P” Special Warrants at $0.05 per warrant for a total of $10,000 pursuant to a mineral property option agreement.

Each Series “A”, “B”, “F”, “L” and “P” Special Warrant is exchangeable into one common share of the Company on or before the fifth day after a final receipt for a prospectus is issued by the regulatory authorities of British Columbia, Alberta and Ontario.

Note 5

Related Party Transactions

During the period ended March 31, 2004, the Company incurred the following charges with a company who is a significant shareholder and with a company whose director acts as a manager of the Company:

Consulting	$ 10,500
Management fees	52,400
Promotion and advertising	2,500
Rent and administration fees	41,445
	$ 106,845

These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties.

#

Note 5

Related Party Transactions – (cont’d)

During the period ended March 31, 2004, the Company prepaid a total of $25,550 in respect of a management services agreement to a company whose director acts as manager for the Company.

During the period ended March 31, 2004, the Company entered into a mineral property option agreement with a public company who is a shareholder of the Company, to which it paid cash of $17,000 and issued 200,000 Series “P” Special Warrants valued at $10,000.

Note 6

Commitments

a)

By agreement dated July 1, 2003, the Company has agreed to pay management fees of $5,000 per month to a company whose director acts as manager for the Company.  The agreement is for one year and may be renewed for a further one year term.

b)

By agreement dated July 1, 2003 and extended December 1, 2003, the Company has agreed to pay rent and administration fees of $4,500 per month to a public company which is a significant shareholder of the Company.  The agreement expires June 30, 2004 and may be renewed for a further six month term.

Note 7

Corporation Income Taxes

The Company has accumulated a total of $178,918 in Canadian Development and Exploration Resource Expenditures and a non-capital loss of $152,118 which are available to carry forward and offset future taxable income at various rates per year.  The non-capital loss expires in the year 2011

The significant components of the Company’s future income tax assets are as follows:

Canadian development and exploration expenditures	$ 67,989
Less:  valuation allowance	( 67,989)
	$ -

The Company has recorded a valuation allowance against its future income tax assets based on the extent to which it is unlikely that sufficient taxable income will be realized in the future to utilize all the future tax assets.

#

Note 8

Non-cash Transaction

Investing and financing activities that do not affect cash flows are excluded from the statement of cash flows.  During the period ended March 31, 2004, the Company issued 200,000 Series “P” Special Warrants valued at $0.05 each for a total of $10,000 as payment pursuant to a Mineral Property agreement.  This transaction has been excluded from the statement of cash flows.

Note 9

Subsequent Event

The Company has filed a prospectus with the securities regulatory authorities in the Provinces of Alberta, British Columbia and Ontario to qualify for the public distribution of 6,150,000 common shares to be issued upon the exercise of special warrants (Note 4).  

Note 10

Differences Between Canadian and United States Accounting Principles

The 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 differ from accounting principles generally accepted in the United States as follows:

Mineral Properties and Deferred Exploration Costs

Under accounting principles generally accepted in Canada (“Canadian GAAP”) mineral property acquisition and exploration costs may be deferred and amortized to the extent they meet certain criteria.  Under accounting principles generally accepted in the US ("US GAAP") mineral property acquisition costs and exploration costs must be expensed as incurred unless the mineral properties have proven reserves.  Therefore an additional mineral property acquisition expense is required under US GAAP.

#

Note 10

Differences Between Canadian and United States Accounting Principles – (cont’d)

The impact on the financial statements is as follows:

	June 19, 2003
	(Date of Incor-
	poration) to
	March 31,
	2004
Statement of Loss
Net loss for the period per Canadian GAAP	$ ( 152,118)
Mineral property acquisition costs	( 27,000)
Net loss for the period per US GAAP	$ ( 179,118)
Basic and diluted loss per share per US GAAP	$ ( 179,118)

Statement of Cash Flows
Cash flows used in operating activities per Canadian GAAP	$ ( 156,414)
Mineral property acquired	( 17,000)
Cash flows used in operating activities per US GAAP	( 173,414)
Cash flows used in investing activities per Canadian GAAP	( 17,000)
Mineral property acquired	17,000
Cash flows provided by investing activities per US GAAP	-
Cash flows provided by financing activities per Canadian and US GAAP	286,600
Increase in cash per Canadian and US GAAP	$ 113,186

#

Note 10

Differences Between Canadian and United States Accounting Principles – (cont’d)

	June 19, 2003
	(Date of Incor-
	portation) to
	March 31,
	2004
Balance sheet
Total assets per Canadian GAAP	$ 169,715
Mineral property costs	( 27,000)
Total assets per US GAAP	142,715
Total liabilities per Canadian and US GAAP	15,233
	$ 127,482
Shareholders’ Equity
Deficit, per Canadian GAAP	$ ( 152,118)
Mineral property costs	( 27,000)
Deficit, per US GAAP	( 179,118)
Share capital per Canadian and US GAAP	100
Special warrants per Canadian and US GAAP	306,500
	$ 127,482

EVOLVING GOLD CORP.

Financial Statements

For the three months ended June 30, 2004

(Prepared without audit)

EVOLVING GOLD CORP.

NOTICE OF NO AUDITOR REVIEW OF

INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

EVOLVING GOLD CORP.

BALANCE SHEETS

(Prepared without audit)

	June 30, 2004	March 31, 2004
ASSETS
Current
Cash	$        73,874	$      113,186
GST receivable	6,379	3,979
Prepaid expenses – Note 5	9,500	25,550
	89,753	142,715
Resource property – Notes 3 and 5	27,000	27,000
	$      116,753	$      169,715
LIABILITIES
Current
Accounts payable and accrued liabilities	$        13,575	$        15,233
SHAREHOLDERS’ EQUITY
Share Capital – Note 4	306,600	100
Special warrants – Note 4	-	306,500
Deficit	(  203,422)	(  152,118)
	103,178	154,482
	$     116,753	$     169,715
Nature and Continuance of Operations – Note 1

APPROVED BY THE DIRECTORS:

“Lawrence Dick” , Director                                                      “Roelof de Jonge” , Director

EVOLVING GOLD CORP.

STATEMENT OF LOSS AND DEFICIT

For the three months ended June 30, 2004

(Prepared without audit)

Administrative Costs
Accounting	$             200
Bank charges and interest	176
Consulting	4,000
Legal	9,801
Management fees	18,750
Office and miscellaneous	430
Promotion and advertising	9,228
Rent and administration fees	4,050
Transfer agent and filing fees	1,627
Travel	3,042
Net loss for the period	(   51,304)
Deficit, beginning of period	(  152,118)
Deficit, end of period	$  (  203,422)
Basic and fully diluted loss per share	$          (0.02)

EVOLVING GOLD CORP.

STATEMENT OF CASH FLOWS

For the three months ended June 30, 2004

(Prepared without audit)

Operating Activities:
Net loss for the period	$     (   51,304)
Changes in non-cash working items related to operations:
Prepaid expenses	16,050
GST receivable	(     2,400)
Accounts payable and accrued liabilities	(     1,658)
	(   39,312)
Financing Activities	-
Investing Activities	-
Decrease in cash during the period	(    39,312)
Cash, beginning of period	113,186
Cash, end of period	$         73,874
Supplemental disclosure of cash flow information:
Exchange of special warrants for common shares	$       306,500

EVOLVING GOLD CORP.

NOTES TO THE FINANCIAL STATEMENTS

For the three months ended June 30, 2004

(Prepared without audit)

Note 1

Nature and Continuance of Operations

Evolving Gold Corp. (the “Company”) was incorporated as 6109527 Canada Ltd. on June 19, 2003 under the Canada Business Corporation Act and is in the business of acquiring, exploring and evaluating mineral resource properties. On September 30, 2003, the Company changed its name to Evolving Gold Corp. The Company is in the exploration stage and has interests in resource properties located in the Northwest Territories.

The recoverability of amounts shown for resource properties is dependent upon the discovery of economically recoverable reserves, continuation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain financing to complete their development, and future profitable production or disposition thereof.

The financial statements have been prepared using Canadian generally accepted accounting principles applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company has accumulated losses of $203,422 since its inception. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

The Company was inactive during the period ended June 30, 2003 and accordingly, comparative figures are not available.

Note 2

Significant Accounting Policies

These interim financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles, using the same accounting policies and methods as per the annual financial statements for the year ended March 31, 2004. These interim financial statements should be read in conjunction with the audited financial statements and the accompanying notes thereto.

Note 3

Resource Property

Pursuant to a property option agreement dated July 22, 2003 between the Company and International Zimtu Technologies Inc. (“Zimtu”), a public company, the Company has the option to earn a 70% undivided interest in certain mineral claims (the “Property”), located 78 kilometres northeast of Yellowknife, Northwest Territories. Consideration is $17,000 cash, exploration expenditures of $250,000 and the issue of 200,000 Special Warrants as follows:

EVOLVING GOLD CORP.

NOTES TO THE FINANCIAL STATEMENTS

For the three months ended June 30, 2004

(Prepared without audit)

Note 3

Resource Property (continued)

a) $17,000 cash (paid);

b) incurring exploration expenditures as follows:

i) $50,000 on or before July 22, 2004;

ii) a further $50,000 on or before July 22, 2005; and

iii) a further $150,000 on or before July 22, 2006.

c) the issue of 200,000 Series “P” Special Warrants (issued).

The Company, upon exercise of its option, shall pay to the optionor upon commencement of commercial production, a royalty equal to 1% of the net smelter returns on minerals other than diamonds and 1% of the gross production of diamonds from the Property. The Company may purchase one half of each of the net smelter return royalty or the gross production diamond royalty at any time for $500,000 for each ½ interest.

Note 4

Share Capital

Authorized:

Unlimited common shares without par value

	Number	$
Balance, March 31, 2004	100	100
Issuance pursuant to exercise of special warrants
Series “A” special warrants – at $0.01	1,400,000	14,000
Series “B” special warrants – at $0.05	3,250,000	162,500
Series “F” special warrants – at $0.10	1,100,000	110,000
Series “L” special warrants – at $0.05	200,000	10,000
Series “P” special warrants – at $0.05	200,000	10,000
Balance, June 30, 2004	6,150,100	306,600

During the three months ended June 30, 2004, each Series “A”, “B”, “F”, “L” and “P”

Special Warrant was exchanged into one common share of the Company.

EVOLVING GOLD CORP.

NOTES TO THE FINANCIAL STATEMENTS

For the three months ended June 30, 2004

(Prepared without audit)

Note 5

Related Party Transactions

During the three months ended June 30, 2004, the Company incurred charges with a company who is a significant shareholder, with a company whose director acts as a manager of the Company, and with a company with a common director:

	Three months ended June 30, 2004	Period ended Mar. 31, 2004
Consulting	$              -	$        10,500
Management fees	18,750	52,400
Promotion and advertising	450	2,500
Rent and administration fees	4,050	41,445
	$     23,250	$      106,845

These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties.

During the period ended March 31, 2004, the Company prepaid a total of $25,550 in respect of a management services agreement to a company whose director acts as manager for the Company. As at June 30, 2004, the prepaid balance under this agreement was reduced to $9,500.

During the period ended March 31, 2004, the Company entered into a resource property option agreement with a public company who is a shareholder of the Company, to which it paid cash of $17,000 and issued 200,000 Series “P” Special Warrants valued at $10,000.

Signature Page

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Evolving Gold Corporation

Registrant

Dated:  September 21, 2004 Signed: /s/ Warren McIntyre             Warren McIntyre,             Corporate Secretary             and Director

#

EX-3

Industry Canada

Industrie Canada

Certificate

Certificat

of Amendment

de modification

Canada Business

Loi canadienne sur

Corporations Act

les societes par actions

Evolving Gold Corp.

610952-7

Name of corporation-Dénomination de la société

Corporation number-Numero de la société

I hereby certify that the articles of the

Je certifie que les statuts de la societe

above-named corporation were amended:

susmentionnée ont été modifies:

a)

under section 13 of the Canada                         ¨

a) en vertu de Particle 13 de la Loi

Business Corporations Act in

canadienne sur les sociétés par

accordance with the attached notice;

actions, conformément à l’avis ci-joint;

b) under section 27 of the Canada                          ¨

b) en vertu de l’article 27 de la Loi

Business Corporations Act as set out in

canadienne sur les sociétés par

the attached articles of amendment

actions, tel qu'il est indiqué dans les

designating a series of shares;

clauses modificatrices ci-jointes;

désignant une série d'actions;

a)

under section 179 of the Canada                        þ

c) en vertu de Particle 179 de la Loi

Business Corporations Act as set out in

canadienne sur les sociétés par

 the attached articles of amendment;

actions, tel qu'il est indiqué clans les

clauses modificatrices ci-jointes;

b)

under section 191 of the Canada                       ¨

d) en vertu de Particle 191 de la Loi

 Business Corporations Act as set out in

canadienne sur les sociétés par

 the attached articles of reorganization;

actions, tel qu'il est indique clans les

clauses de réorganisation ci-jointes;

/s/

September 30, 2003 / le 30 septembre 2003

Director- Directeur

Date of Amendment - Date de modification

Canada

Industry Canada		Industrie Canada	ELECTRONIC TRANSACTION REPORT				RAPPORT DE LA TRANSACTION ÉLECTRONIQUE
Canada Business Corporations Act		Loi canadienne sur les  sociétés par actions	ARTICLES OF AMENDMENT (SECTIONS 27 OR 177)				CLAUSES MODIFICATRICES (ARTICLS 27 OU 177)
Processing Type – Mode de traitement:		E-Commerce/Commerce-É
1.	Name of Corporation – Denomination de la société				2.			Corporation No. – Nº de la société
	6109527 CANADA LTD.
					610952-7
3.	The articles of the above-named corporation are amended as follows:
Les statuts de la société mentionnée ci-dessus sont modifiés de la façon suivante:
The name of the Corporation be changed from “6109527 Canada Ltd.” To “Evolving Gold Corp.”
Date		Name – Nom		Signature		Capacity of – en qualité
2003 – 09 30		RAYMOND SZETO				AUTHORIZED OFFICER
						Page   1   of   1

Canada

Industry Canada

Industrie Canada

Corporations Canada

Corporations Canada

9th floor

9e étage

Jean Edmonds Towers South

Tour Jean Edmonds sud

365 Laurier Avenue West

365, avenue Laurier ouest

Ottawa, Ontario K1A OC8

Ottawa (Ontario) K I A OC8

October 2,.2003 1 le 2 octobre 2003

Your file - Votre référence

ALICIA CUMMING

acumming@zimtu.com

Our file - Notre référence

610952-7

Re – Objet: Evolving Gold Corp.

Enclosed herewith is the document issued in the ove matter.	Vous trouverez ci-inclus le document émis dans l'affaire précitée.
A notice of issuance of CBCA documents will be published in the Monthly Transactions .	Un avis de 1'émission de documents en vertu de la LCSA sera publié clans les Transacti ons mensuelles.
IF A NAME OR CHANGE OF NAME IS INVOLVED, THE FOLLOWING CAUTION SHOULD BE OBSERVED:	S'IL EST QUESTION D'UNE DÉNOMINATION SOCIALE OU D'UN CHANGEMENT DE DÉNOMINATION SOCIALE, L'AVERTISSEMENT SUIVANT DOIT ÊTRE RESPECTÉ :
This name is available for use as a corporate name subject to and conditional upon the applicants assuming full responsibility for any risk of confusion with existing business names and trade marks (including those set out in the relevant NUANS search report(s)). Acceptance of such responsibility will comprise an obligation to change the name to a dissimilar one in the event that representations are made and established that confusion is likely to occur. The use of any name granted is subject to the laws of the jurisdiction where the company carries on business.	Cette dénomination sociale est disponible en autant quo les requérants assument touts responsabilite de risque de confusion avec toutes dénominations commcrciales et toutes marques de commerce existantes (y compris celles qui sont citees dans le(s) rapport(s) de recherches de NUANS pertinent(s)). Cette acceptation de responsabilité comprend 1'obligation de changer la dénomination de la société en une dénomination différente advenant le cas où des représentations sont faites établissant qu'il y a une probabilité de confusion. L'utilisation de tout nom octroyé est sujette à toute loi de la juridiction où la société exploits son entreprise.
We trust this is to your satisfaction.	Nous espérons le tout a votre satisfaction.

Email: corporations.efiling@ic.gc.ca
Internet: http://strategis.ic.gc.ca/corporations

Industry Canada

Industrie Canada

Certificate

Certificat

of Incorporation

de constitution

Canada Business

Loi canadienne sur

Corporations Act

les sociétés par actions

6109527 CANADA LTD.

610952-7

Name of corporation-Dénomination de la société

Corporation number-Numéro de la société

I hereby certify that the above-named

Je certifie clue la société susmentionnée, dont

corporation, the articles of incorporation of

les statuts constitutifs sont joints, a été

which are attached, was incorporated under

constituée en société en vertu de la

the Canada Business Corporations Act.

Loi canadienne sur les sociétés par actions.

/s/

June 19, 2003 / le 19 juin 2003

Director - Directeur

Date of Incorporation - Date de constitution

Industry Canada			Industrie Canada	ELECTRONIC TRANSACTION REPORT		RAPPORT DE LA TRANSACTION ÉLECTRONIQUE
Canada Business Corporations Act			Loi canadienne sur les  sociétés par actions	ARTICLES OF INCORPORATION (SECTION 6)		STATUTS CONSTITUTIFS (ARTICLE 6)
Processing Type – Mode de traitement:
1.	Name of Corporation - Dénomination de la société
	6109527 CANADA LTD.
2.	The province or territory in Canada where the registered office is to be situated – La province ou le territoire au Canada où se situera le siège social
	BRITISH COLUMBIA
3.	The classes and any maximum number of shares that the corporation is authorized to issue Categories et le nombre maximal d'actions clue la société est autorisee ernettre
	The annexed Schedule 1 is incorporated in this form. L'annexe 1 ci-jointe fait partic intégrantc de la présente formule.
4.	Restrictions, if any, on share transfers - Restrictions sur le transfert des actions, s'il y a lieu
	The annexed Schedule 2 is incorporated in this form. L'annexe 2 ei-jointe fait partic intégrante de la présente formule.
5.	Number (or minimum and maximum number ) of directors - Nombre ( ou nombre minimal et maximal ) d'administrateurs
	Minimum: 1 Maximum: 10
6.	Restrictions, if any, on business the corporation may carry on – Limites imposées a I'activité commerciale de la société, s'il y a lieu
	The annexed Schedule 3 is incorporated in this form. L'annexe 3 ci-jointe fait partie intégrante de la présente formule.
7.	Other provisions, if any - Autres dispositions, s'il y a lieu
	The annexed Schedule 4 is incorporated in this form. L'annexe 4 ci-jointe fait partic intégrante de la présente formule.
8.	Incorporators - Fondateurs
Name(s) – Nom(s) ALICIA CUMMING		Address (including postal code) Adresse (inclure le code postal) 1450 789 WEST FENDER STR EET VANCOUVER, BRITISH COLUMBIA CANADA V6C 1H2			Signature ALICIA CUMMING

Canada

SCHEDULE /ANNEXE 1

ONE CLASS OF SHARES:

EX-3

BY-LAWS

BY-LAWS RELATING GENERALLY TO THE TRANSACTION OF
THE BUSINESS AND AFFAIRS OF 6109527 CANADA LTD.

BE IT ENACTED AND IT IS HEREBY ENACTED as by-laws of

6109527 CANADA LTD.
(hereinafter called the "Company")
as follows:

INTERPRETATION

1.

In this by-law and all, other by-laws of the Company, unless the context otherwise specifies or requires:

(a)

"Act" means the Canada Business Corporations Act, S.C. 1974-^.75, c.33 as from time to time amended and every statute that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Company to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;

(b)

^"Regulations^" means the Regulations under the Act as published or from time to time amended and every regulation that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Company to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations;

(a)

"By-Laws" means any by-law of the Company from time to time in force and effect;

(b)

All terms which are contained in the by-laws of the Company and which are defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations; and

(c)

The singular shall include the plural and the plural shall include the singular; the masculine shall include the feminine; and the word "person" shall include bodies corporate, corporations, companies, partnership, trusts and any number or aggregate of persons.

DIRECTORS

2.

Subject to the articles of the Company and any unanimous shareholder agreement, the business and affairs of the Company shall be managed by the board of directors consisting of not less than one and no more than 10 directors of whom a majority shall be resident Canadians and of whom, if any of the issued securities of the Company are or were part of a distribution to the public, at least two shall not be officers or employees of the Company or any affiliate of the Company.

3.

A director's term of office (subject to the provisions, if any, of the Articles of the Company and to the provisions of the Act) shall be from the date on which he is elected or appointed until the annual meeting next following or until his successor has been appointed.

4.

The office of a director shall ipso facto be vacated: (a) if he becomes bankrupt or suspends payments of his debts generally or compounds with his, creditors or makes an authorized assignment or is declared insolvent; (b) if he is to be found a mentally incompetent person; or (c) if by notice in writing to the Company he resigns his office. Any such resignation shall be effective at the time it is sent to the Company or at the time specified in the notice, whichever is later.

5.

Directors shall be elected by the shareholders on a show of hands unless a ballot is demanded in which case such election shall be by ballot. The whole board shall retire at the annual meeting at which the yearly election of directors is to take place but, if qualified, any retiring director shall be

- 2 -

eligible for re-election provided always that the shareholders of the Company may, by ordinary resolution passed at a special meeting of the shareholders, of which notice specifying the intention to pass such. resolution has been given, remove any director or directors from office and a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the directors is removed.

6.

The directors may appoint from among their number a committee of directors and subject to section 110 of the Act may delegate to such committee any of the powers of the directors. A majority of the directors of any such committee must be resident Canadians.

7.

The directors may from time to time:

(a)

borrow money upon the credit of the Company;

(b)

issue, reissue, sell, or pledge debt obligations of the Company; and

(c)

mortgage, hypothecate, pledge, or otherwise create a security interest in all or any property of the Company, owned or subsequently acquired, to secure any debt obligations of the Company.

The words "debt obligations" as used in this paragraph mean bonds, debentures, notes, or other evidences of indebtedness or guarantees of the Company, whether secured or unsecured.

8.

The directors may from time to time by resolution delegate to the President and the Secretary or to any two individuals (including the President or the Secretary) each of whom is an officer of the Company all or any of the powers conferred on the directors by paragraph 7 of this by-law to the full extent thereof or such lesser extent as the directors may in any such resolution provide.

9.

The powers hereby conferred shall be deemed in supplement of and not in substitution for any powers to borrow money for the purposes of the Company possessed by its directors or officers independently of a borrowing by-law.

MEETINGS OF DIRECTORS

10.

Meetings of the board of directors and of a committee of directors (if any) may be held within or outside of Canada.

11.

A meeting of directors may be convened by the Chairman of the Board, the Vice-Chairman of the Board, the Managing Director, the President if he is a director, a Vice-President who is a director or any two directors at any time and the Secretary, when directed or authorized by any of the foregoing persons or any two directors, shall convene a meeting of the directors. Subject to subsection 114(5) of the Act the notice of any such meeting need not specify the purpose of the business to be transacted at the meeting. Notice of any such meeting shall be served in the manner specified in paragraph 60 of this by-law not less than two days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place; provided always that a director may in any manner waive notice of a meeting of directors and attendance of a director at a meeting of directors shall constitute a waiver of not ice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

12.

The board of directors may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the board of directors fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meetings.

13.

For the first meeting of the board of directors to be held immediately following the election of the directors by the shareholders for a meeting of the board of directors at which a director is appointed

-3-

to fill a vacancy in the board, no such notice of such meeting shall be necessary to the newly elected or appointed director or directors in order to legally constitute the meeting, provided that a quorum of the directors is present.

14

A majority of the directors shall form a quorum for the transaction of business and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of directions. No business shall be transacted at a meeting of directors, unless a quorum of the board is present and a majority of directors present are resident Canadians.

15.

 A director may, if all the directors of the Company consent, participate in a meeting of directors or of the committee of directors if any) by means of such telephone or other communications facilities as permit all persons participating in such a meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting.

16.

 Questions arising at any meeting of the Board of directors shall be decided by a majority of votes. In case of any equality of votes the chairman of the meeting in addition to his original vote shall not have a second or casting vote.

17.

 Notwithstanding any of the foregoing provisions of this by-law a resolution in writing signed by all the directors entitled to vote on that resolution at that meeting of the directors or the committee of directors (if any) is as valid as if it has been passed at a meeting of directors or the committee of directors, (if any).

REMUNERATION OF DIRECTORS

18.

The remuneration to be paid to the directors shall be such as the board of directors shall from time to time determine and such remuneration .shall be in addition to the salary paid to any officer or employee of the Company who is also a member of the board of directors. The directors may also reward special remuneration to any director undertaking any special services on the Company's behalf other than the routine work ordinarily required of a director by the Company and the confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Company.

SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL

19.

The board of directors in its discretion may submit any contract, act or transaction for approval or ratification at any annual general meeting of the shareholders or at any special meeting of the shareholders called for the purpose of considering the same and, subject to the provisions of section 120 of the Act, any such contract, act or transaction that shall be approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirements are imposed by the Act or by the Company's articles or any other by-law) shall be valid and as binding upon the Company and upon all the shareholders as though it had been approved, ratified or confirmed by every shareholder of the Company.

FOR THE PROTECTION OF DIRECTORS AND OFFICERS

20.

In supplement of and not by way of limitation upon any rights conferred upon directors by section 120 of the Act, it is declared that no director shall be disqualified by his office from, or vacate his office by reason of, holding any office or place of profit under the Company or under any body corporate in which the Company shall be a shareholder or by reason of being otherwise in any way directly or indirectly interested or contracting with the Company either as vendor, purchaser or otherwise or being concerned in any contract or arrangement made or proposed to be entered into with the Company in which he is in any way directly or indirectly interested either as vendor, purchaser or otherwise nor shall any director be liable to account to the Company or any of its shareholders or creditors for any profit arising from any such office or place of profit; and, subject

1.

- 4 -

to the provisions of section 120 of the Act, no contract or arrangement entered into by or on behalf of the Company in which any director shall be in any way directly or indirectly interested shall be avoided or voidable and no director shall be liable to account to the Company or any of its shareholders or creditors for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship. Subject to the provisions of section 120 of the Act, no director or officer shall be obliged to make any declaration of interest in respect of a contract or proposed contract with the Company in which such director or officer is in any way directly or indirectly interested nor shall any director be obliged to refrain from voting in respect of any such contract.

21.

Except as otherwise provided in the Act, no director or officer for the time being of the Company shall be liable for the acts, receipts, neglects, or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of any damage resulting from any dealings with any moneys, securities or other assets belonging to the Company or for any other loss, danger or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Company and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The directors for the time being of the Company shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Company, except such as shall have been submitted to and authorized or approved by the board of directors. If any director or officer of the Company shall be employed by or shall perform services for the Company otherwise than a director or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Company the fact of his being a director or officer of the Company shall not disentitle such director or officer or such firm or Company, as the case may be, from receiving proper remuneration for such services.

INDEMNITIES TO DIRECTORS AND OFFICERS

22.

Subject to Section 124 of the Act, every director and officer of the Company and his heirs, executors, administrators and other legal personal representatives, shall from time to time be indemnified and saved harmless by the Company from and against,

(a)

any liability and all costs, charges and expenses that he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him for or in respect of anything done or permitted by him in respect of the execution in good faith of the duties of his office; and

(b)

all other costs, charges and expenses that he sustains or incurs in respect of the affairs of the Company.

INSURANCE FOR DIRECTORS AND OFFICERS

23.

The Company may purchase and maintain insurance for the benefit of any director or officer against liabilities, costs, charges and expenses sustained or incurred by such director or officer for failure to exercise the care, diligence or skill that a reasonably prudent person would exercise in comparable circumstances.

1.

OFFICERS

24.

Appointment: At the first meeting of the board of directors after the election of directors, the directors shall appoint a President and Secretary and, if deemed advisable, may appoint a Chairman of the Board, a Vice-Chairman of the Board, a Managing Director, one or more Vice-Presidents and a Treasurer. A Director may be appointed to any office of the Company but none of the officers, except the Chairman of the Board, the Vice-Chairman of the Board and the Managing Director need be a member of the board of directors. Two or more of the aforesaid offices may be held by the same person. In case and when ever the same person holds the offices of Secretary and Treasurer he may but need not be known as the Secretary Treasurer. The board may from time to time appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the board of d irectors.

25.

Remuneration and Removal: The remuneration of all officers appointed by the board of directors shall be determined from time to time by resolution of the board of directors. The fact that any officer or employee is a director or shareholder of the Company shall not disqualify him from receiving such remuneration as may be determined. All officers, in the absence of the agreement to the contrary, shall be subject to removal by resolution of the board of directors at any time, with or without cause.

26.

Powers and Duties: All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to, time be assigned to them by the board.

 27.

Duties may be delegated: In case of the absence or inability to act of any officer of the Company except the Managing Director or for any other reason that the board of directors may deem sufficient the board of directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

28.

Chairman of the Board: The Chairman of the Board if any) shall, when present, preside at all meetings of the board of directors, a committee of directors (if any) and the shareholders.

29.

Vice-Chairman of the Board: If the Chairman of the Board is absent or is unable or refuses to act, the Vice-Chairman of the Board if any) shall, when present, preside at all meetings of the board of directors, a committee of directors (if any) and the shareholders.

30.

Managing Director: The Managing Director shall be a resident Canadian and shall exercise such powers and have such authority as may be delegated to him by the board of directors in accordance with the provisions of Section 115 of the Act.

31.

President: The President shall be the chief executive officer of the Company. He shall be vested with and may exercise all the powers and shall perform all the duties of the Chairman of the Board and/or Vice-Chairman of the Board if none be appointed or if the Chairman of the Board and the Vice-Chairman of the Board are absent or unable or refuse to act; provided, however, that unless he is a director he shall not preside as Chairman at any meeting of directors or of the committee of directors (if any) or, subject to paragraph 44 of this by-law, at any meeting of the shareholders.

32.

Vice-President: The Vice-President or,. if more than one, the Vice-Presidents, in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President; provided, however, that a Vice-President who is not a director shall not preside as chairman at any meeting of directors or of the committee of directors if any) or, subject to paragraph 44 of this by-law, at any meeting of the shareholders.

33.

Secretary: The Secretary shall give or cause to be given notices for all meetings of the board of directors, a committee of directors (if any) and the shareholders when directed to do so and shall

1.

- 6 -

have charge of the minute books of the Company and, subject to the provisions of paragraph 59 of this by-law, of the records (other than accounting records) referred to in section 20 of the Act.

34.

Treasurer: Subject to the provisions of any resolution of the board of directors, the Treasurer shall have the care and custody of all the funds and securities of the Company and shall deposit the same in the name of the Company in such bank or banks or with such other depository or depositories as the board of directors may direct. He shall keep or cause to be kept the accounting records referred to in Section 20 of the Act. He may be required to give such bond for the faithful performance of his duties as the board of directors in its uncontrolled discretion may require but no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Company to receive any indemnity thereby approved.

35.

Assistant Secretary and Assistant Treasurer: The Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority, and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall respectively perform all the duties of the Secretary and Treasurer, respectively in the absence or inability or refusal to act of^. the Secretary or the Treasurer, as the case may be.

36.

General Manager: The board of directors may from time to time appoint one or more General Managers and may delegate to him or them powers to manage and direct the business and affairs of the Company (except such matters and duties as by law must be transacted or performed by the board of directors and/or by the shareholders) and to employ and discharge agents and employees of the Company or may delegate to him or them any lesser authority. A General Manager shall conform to all lawful orders given to him by the board of directors of the Company and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Company. Any agent or employee appointed by a General Manager shall be subject to discharge by the board of directors.

37.

Other Officers: The duties of all other officers of the Company shall be such as the, terms of their engagement call for or the board of directors requires of them. Any of the powers and duties of an officers to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board of directors otherwise directs.

38.

Vacancies: If the office of any officer of the Company shall be or become vacant by reason of death, resignation, disqualification or otherwise, the directors by resolution shall, in the case of any other office, appoint a person to fill such vacancy.

SHAREHOLDERS' MEETING

39.

Annual Meeting: Subject to the provisions of Section 132 of the Act, the annual meeting of the shareholders shall be held on such day in each year and at such time as the directors may by resolution determine at any place within Canada, or if all the shareholders entitled to vote at such meetings so agree, outside Canada.

40.

Special Meetings: Special meetings of the shareholders may be convened by the order of the Chairman of the Board, the Vice-Chairman of the Board, the Managing Vice-President if he is a director, a Vice-President who is a director or by the board of directors at any date and at any time and at any place within Canada or, if all the shareholders entitled to vote at such meeting so agree, outside Canada.

41.

Notice: A printed, written or typewritten notice stating the day, hour, and place of the meeting shall be given by serving such notice on each shareholder entitled to vote at such meeting, on each director and on the auditor of the of the Company in the manner specified in paragraph 60 of this by-law, not less than twenty-one days or more or more than 50 days (in each case exclusive of the day on which the notice is delivered or sent and of the day for which notice is given) before the date of the Meeting. Notice of a meeting at which special business is to be transacted shall state:

1.

-7-

(a)

The nature of the business in sufficient detail to permit the shareholder to form a reasoned judgement thereon; and

(b)

the text of any special resolution to be submitted to the meeting.

42.

Waiver of Notice: A shareholder and any other person entitled to attend a meeting of the shareholders may in any manner waive notice of a meeting of shareholders and attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

43.

Omission of Notice: The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any shareholder or shareholders, director or directors or the auditor of the Company shall not invalidate any resolution passed or any proceedings taken at any meeting of shareholders.

44.

Votes: Every question submitted to any meeting of shareholders shall be decided in the first instance by a show of hands, unless a person entitled to vote at the meeting has demanded a ballot hand in the case of an equality of votes the chairman of the meeting shall neither on a show of hands nor on a ballot have a second or casting vote in addition to the vote or votes to which he may be otherwise entitled.

At any meeting unless a ballot is demanded, a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

In the event that the Chairman of the Board and the Vice-President of the Board are absent and the President is absent or is not a director and there is no Vice-President present who is a director, the persons who are present and entitled to vote shall choose another director as Chairman of the meeting and if no director is present or if all the directors present decline to take the chair, then the persons who are present and entitled to vote shall choose one of their number or a non-shareholder to be chairman.

A ballot may be demanded either before or after any vote by show of hands by any person entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a chairman or on the question of the adjournment it shall be taken forthwith without adjournment. If at any meeting a ballot is demanded on any question, or as to the election of directors, the vote shall be taken by ballot in such manner and either at once or later in the meeting as the Chairman directs. The result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for the ballot may be withdrawn.

Where two or more persons hold the same share or shares jointly one of those holders present at a meeting of shareholders may, in the absence of the other or others, vote the share or shares but if two or more of those persons who are present, in person or by proxy, vote ,they shall vote as one on the share or shares jointly held by them.

At each meeting of shareholders one or more scrutineers may be appointed by a resolution of the meeting or by the Chairman with the consent of the meeting to serve at the meeting. A scrutineer need not be a shareholder of the Company.

45.

Proxies: Votes at meetings of the shareholders may be given either personally or by proxy or, in the case of a shareholder who is a body corporate or association, by a representative authorized by a resolution of the board of directors or governing body of the body corporate or association to represent it at meetings of the shareholders of the Company. At every meeting at which he is entitled to vote, every shareholder and/or person appointed by proxy and/or individual so authorized to represent a shareholder who is present in person shall have one vote on a show of hands. Upon a ballot at which he is entitled to vote, every shareholder present in person or

1.

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represented by proxy or by an individual so authorized shall (subject to the provisions, if any, of the articles of the Company) have one vote for every share held by him.

A proxy shall be executed by the shareholder or his attorney authorized in writing and is valid only at the meeting in respect of which it is given or any adjournment thereof.

A person appointed by proxy need not be a shareholder.

Subject to the provisions of Part IV of the Regulations, a proxy may be in the following form;

The undersigned shareholder of

 hereby appoints

of

  or failing him,

 of

as the nominee of the undersigned to attend and act for the undersigned and on behalf of the

undersigned at the

meeting of the shareholders of the said Company to be held on the ___ day of

, 20___

and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned were present at the said meeting or such adjournment or adjournment or adjournments thereof.

Dated this ___day of

, 200__.

Signature of Shareholder

Directors may from time to time make regulations regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of shareholders is to be held and for the particulars of such proxies to be cabled or telegraphed or sent by telex or in writing before the meting or adjourned meeting to the Company or any agent of the Company for the purpose of receiving such particulars and providing that proxies so lodged may be voted upon as though the proxies themselves were produced at the meeting or adjourned meeting and votes given in accordance with such regulations shall be valid and shall be counted. The chairman of any meeting of shareholders may, subject to any regulations made as aforesaid, in his discretion accept telegraphic or cable or telex written communication as to the authority of any person claiming to vote on behalf of and to represent a shareholder notwithstanding that no proxy conferring such auth ority has been lodged with the Company, and any votes given in accordance with such telegraphic or cable or telex or written communication accepted by the chairman of the meeting shall be valid and shall be counted.

46.

Adjournment: The chairman of any meeting may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the shareholders unless the meeting is adjourned by one or more adjournments for an aggregate of thirty days or more in which case notice of the adjourned meeting shall be given as for an original meeting. Any business may be brought before or dealt with at any adjourned meeting for which no notice is required which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

47.

Quorum: A quorum at any meeting of shareholders shall be two members or proxyholders present. No business shall be transacted at any meeting unless the requisite quorum be present at the time of the transaction of such business. If a quorum is not present at the opening of a meeting of shareholders, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business. If a quorum is not present at the adjourned meeting the persons present at the adjourned meeting shall be deemed to be a quorum.

48.

Resolution in lieu of meeting: Notwithstanding any of the foregoing provisions of this by-law a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of the shareholders is, subject to section 142 of the Act, as valid as if it had been passed at a meeting of the Shareholders.

1.

SHARES

49.

Allotment and Issuance: Subject to the provisions of section 25 of the Act, shares in the capital of the Company may be allotted and issued by resolution of the board of directors at such time and on such terms and conditions and to such persons or class of persons as the board of directors determine.

50.

Certificates: Share certificates and the form of stock transfer power on the reverse side thereof shall be in such form as the board of directors may by resolution approve and such certificates shall be signed by the Chairman of the Board or the Vice-Chairman of the Board or the Managing Director or the President or a Vice-President and the Secretary or an Assistant Secretary holding the office at the time of signing.

The signature of the Chairman of the Board, the Vice-Chairman of the Board, the Managing Director, the President or a Vice-President may be printed, engraved, lithographed or otherwise mechanically reproduced upon certificates for shares of the Company. Certificates so signed shall be deemed to have been manually signed by the Chairman of the Board, the Vice-Chairman of the Board, the Managing Director, the President or Vice--Chairman of the Board, the Managing Director, the President or the Vice-President whose signature is so printed, engraved, lithographed or otherwise mechanically reproduced thereon and shall be as valid to all intents and purposes as if they have been signed manually. Where the Company has appointed a registrar, transfer agent or branch transfer agent for the shares (or for the shares of any class or classes) of the Company the signature of the Secretary or Assistant Secretary may also be printed, engraved, lithographed or otherwise mechanically reproduced on certificates representing the shares (or the shares of the class or classes in respect of which any such appointment has been made) of the Company and when countersigned by or on behalf of a registrar, transfer agent or branch transfer agent such certificates so signed shall be as valid to all intents and purposes as if they had been signed manually. A share certificate containing the signature of a person which is printed, engraved, lithographed or otherwise mechanically reproduced thereof may be issued notwithstanding that the person has ceased to be an officer of the Company and shall be as valid as if he were an officer at the date of its issue.

TRANSFER OF SECURITIES

51.

The directors may from time to time by resolution appoint or remove one or more transfer agents and/or branch transfer agents and/or registrars and/or branch registrars (which may or may not be the same individual or body corporate) for the securities issued by the Company in registered form (or for such securities of any class or classes) and may provide for the registration of transfers of such securities (or such securities of any class or classes) in one or more places and such transfer agents and/or branch transfer agents and/or registrars and/or branch registrars shall keep all necessary books and securities (or such securities of the class or classes in respect of which any such appointment has been made). In the event of any such appointment in respect of the shares ( or the shares of any class or classes) of the Company, all share certificates issued by the Company in respect of the shares (or the shares of the class or classes in respect of whi ch and such appointment has been made) of the Company shall be countersigned by or on behalf of one of the said transfer agents and/or branch transfer agents and by or on behalf of one of the said registrars and/or branch registrars, if any.

52.

A central securities register of the Company shall be kept at the registered office of the Company or at any such other office or place in Canada as may from time to time be designated by resolution of the board of directors and a branch securities register or registers may be kept at such office or offices of the Company or other place or places, either in or outside Canada, as may from time to time be designated by resolution of the directors.

53.

Transfer of securities of the Company shall be registrable on the register of transfers or on one of the branch registers of transfers (if any) kept by or for the Company in respect thereof upon surrender of the security properly endorsed together with such additional assurance as the Company

1.

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shall require and subject to the provisions of the Act and the restrictions on transfer set forth in the articles of the Company.

DEALINGS WITH REGISTERED HOLDER

54.

The Company may, subject to the Act, treat as absolute owner of the security the person in whose name the security is registered in a securities register as if that person had full legal capacity and authority to exercise all rights of ownership irrespective of any knowledge or notice contrary or any description in its records or on the security certificate indicating a pledge, a representative or fiduciary relationship, a reference to any other instrument or the rights of any other person.

JOINT HOLDERS

55.

If two or more persons are registered as joint holders of any security, any one of such persons may give effectual receipts for the certificate in respect thereof and for any dividend, bonus, return, of capital or other money payable or warrant issuable in respect of such security.

56.

The board of directors may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Company. A dividend payable in cash shall be paid by cheque drawn on the Company's banker or one of them to the order of each registered holder of shares of the class in respect of which it has been declared and mailed by ordinary mail, postage prepaid, to such registered holder at his last address appearing on the books of the Company. In the case of joint holders the cheques shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and if more than one address appears on the books of the Company in respect of such joint holding the cheque shall be mailed to the first address appearing. The mailing of such cheque as aforesaid shall satisfy and discharge all liability for the dividend to the extent of the sum represented thereby, unless such cheque be not paid at par on due presentation. In the event of non-receipt of any cheques for dividends by the person to whom it is so sent as aforesaid, the Company on proof of such non-receipt and upon satisfactory indemnity being given to it, shall issue to such person a replacement cheque for a like amount. Any dividend -which remains unclaimed after a period of 12 years after the date on which it has been declared payable shall be forfeited and revert to the Company.

VOTING SHARES AND SECURITIES IN OTHER COMPANIES

57.

All of the shares or other securities carrying voting rights of any other body corporate held from time to time by the Company may be voted at any and all meetings of shareholders, bondholders, debenture holders, or holders of other securities (as the case may be) of such other body corporate and in such manner and by such person or persons as the board of directors of the Company shall from time to time determine. The proper signing officers of the Company may also from time to time execute and deliver for and on behalf of the Company proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the board of directors.

INFORMATION AVAILABLE TO SHAREHOLDERS

58.

Except as provided by the Act, no shareholder shall be entitled to discovery of any information respecting any details or conduct of the Company's business which in the opinion of the directors it would be in expedient in the interests of the Company to communicate to the public.

59.

The directors may from time to time, subject to rights conferred by the Act, determine whether and to what extent and what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Company or any of them shall be open to the inspection of shareholders and no shareholders shall have any right to inspect any document or book or register or accounting records of the Company except as conferred by statute or authorized by the board of directors or by a resolution of the shareholders.

1.

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NOTICES

60.

Service: Any notice or other document required by the Act, the Regulations, the Articles or the by-laws to be sent to any shareholder or director or to the auditor shall be delivered personally or sent by prepaid mail or by telegram or cable or telex to any such shareholder at his latest address as shown in the records of the Company or its transfer agent and to any such director at his latest address as shown in the records of the Company or in the last notice filed under section 105 or 113 of the Act, and to the auditor at his business address, provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto. If a notice or document is sent to a shareholder by prepaid mail in accordance with this paragraph and the notice or document is returned on three consecutive occasions because the shareholders cannot be found it shall not be necessary to send any further notices or documents to the shareholder until he informs the Company in writing of his new address.

61.

Shares registered in more than one name: All notices or other documents with respect to any shares registered in more than one name shall be given to whichever of such persons is named first in the records of the Company and any notice or other document so given shall be sufficient notice or delivery to all the holders of such shares.

62.

Persons becoming entitled to operation of law: Subject to section 51 of the Act, every person who by operation of law, transfer or by any other means whatsoever shall become entitled to any share or shares shall be bound by every notice or other document in respect of such share or shares which, previous to his name and address being entered in the records of the Company, shall be duly given to the person or persons from who he derives his title to such share or shares.

63.

Deceased Shareholders: Subject to section 51 of the Act, any notice or other document delivered or sent by post, telegram or telex or left at the address of any shareholder as the same appears in the records of the Company shall, notwithstanding that such shareholder be then deceased, and whether or not the Company has notice of his decease, be deemed to have been duly served in respect of the shares held by such shareholder (whether held solely or with any or person or persons) until some other person be entered in his stead in the records of the Company as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or document on his heirs, executors or administrators and on all persons, if any, interested with him in such shares.

64.

Signature to notices: The signature of any director or officer of the Company to any notice or document to be given by the Company may be written, stamped, typewritten or printed or partly written, stamped, typewritten, or printed.

65.

Computation of time: Where a given number of days' notice or notice extending over a period is required to be given under any provisions of the Articles or by-laws of the Company the day of service or posting of the notice or document shall, unless it is otherwise provided, be counted in such number of days or other period.

66.

Proof of service: with respect to every notice or other document sent by post it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed as provided in paragraph 60 of this by-law and put into a post office or into a letter box. A certificate of an officer of the Company in office at the time of the making of the certificate or of a transfer officer of any transfer agent or branch transfer agent of shares of any class of the Company as to the facts in relation to the sending or delivery of any notice or other document to any shareholder, directors, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Company as the case may be.

1.

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WAIVER OF NOTICE

67.

Any shareholder (or his duly appointed proxy), director, officer or auditor may waive any notice required to be given under any provision of the articles or by-laws of the Company or of the Act, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.

68.

The accidental omission to give any notice to any shareholder, directors, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

CHEQUES, DRAFTS AND NOTES

69.

All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Company, and in such manner as the board of directors may from time to time designate by resolution.

CUSTODY OF SECURITIES

70.

All shares and securities owned by the Company shall be lodged (in the name of the Company) with a chartered bank or trust company or in the safety deposit box, or if so authorized by resolution of the board of directors, with such other depositories or in such other manner as may be determined from time to time by the board of directors.

71.

All shares, certificates, bonds, debentures, notes or other obligations belonging to the Company may be issued or held in the name of a nominee or nominees of the Company (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with the right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfer to be completed and registration to be effected.

EXECUTION OF INSTRUMENTS

72.

Contracts, documents or instruments in writing requiring the signature of the Company may be signed by:

(a)

The chairman of the Board, the Vice-Chairman of the Board, the Managing Directors, the President or a Vice President, together with the Secretary or the Treasurer;

(b)

or any two directors

and all contracts, documents and instruments in writing so signed shall be binding upon the Company without any further authorization or formality. The board of directors shall have power from time to time by resolution to appoint any officer or officers, or any person or persons, on behalf of the Company either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing.

The corporate seal if any) of the Company may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed as aforesaid by the resolution of the board of directors, but any such contract, document, or instrument is not invalid merely because the corporate seal is not affixed thereto.

The term "contracts, documents or instruments in writing" as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures, or other securities and all paper writings.

-13-

In particular without limiting the generality of the foregoing:

(a)

The chairman of the Board, the Vice-Chairman of the Board, the Managing Director, the President or a Vice-President, together with the Secretary or the Treasury; or

(b)

any two directors

shall have authority to sell, assign, transfer, exchange, convert convey any all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Company and to sign and execute (under the seal of the Company or otherwise) all assignments, transfer, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such share, stocks, bonds, debentures, rights, warrants or other securities.

The signature or signatures of the Chairman of Board, the Vice-Chairman of the Board, the Managing Director, the President, a Vice-President, the Secretary, the Treasurer, the Assistant Secretary or an Assistant Treasurer or any director of the Company and/or of any other officer or officers, person or persons, appointed as aforesaid by resolution of the board of directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed, or otherwise mechanically reproduced upon any contracts, documents or instruments in writing or bonds, debentures or other securities of the Company and all contracts, documents or instruments in writing or bonds, debentures or other securities of the Company on which the signature or signatures of any of the foregoing officers of persons authorized as aforesaid shall be so reproduced pursuant to special authorization by resolution of the directors shall be deemed to have manually signed by such officers or persons whose signature or signatures is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the officers or person whose signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or bonds, debentures or other securities of the Company.

FINANCIAL YEAR

73.

The financial year of the Company shall terminate on such date in each year as the directors may from time to time determine by resolution.

RESTRICTIONS

So long as the Company is a non-public Company, no shares may be transferred except with the consent of the directors who may in their absolute discretion refuse to register the Transfer of any share and no transfer shall be entered in the register of members without the prior approval of the directors.

So long as the Company is a non-public Company, no invitation will be made to the public to subscribe for any share or securities of the Company.

ENACTED this 19^th day of June, 2003.

/s/ Shaun Ledding

Shaun Ledding, President and Director

EX-10

ADMINISTRATIVE SERVICES AND RENTAL AGREEMENT

This Agreement made as of the 1^st day of July, 2003 (the "Effective Date^").

BETWEEN:

6109527 CANADA LTD., a company incorporated under the laws of Canada and having a business office located at Suite 1450 — 789 West Pender Street, Vancouver, British Columbia, V6C 1H2;

(the " Company") AND:

INTERNATIONAL ZIMTU TECHNOLOGIES INC., a company incorporated under the laws of British Columbia and having a business office at Suite 1450 - 789 West'Pender Street, Vancouver, British Columbia, V6C 1142;

(the ^"Administrator") WHEREAS:

A.

The Company has agreed to retain the administrative services of the Administrator and the Administrator has agreed to provide administrative services to the Company on the terms and conditions hereinafter set forth;

B.

The Company has agreed to rent office space and equipment of the Administrator and the Administrator has agreed to provide office space and equipment to the Company on the terms and conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained, the parties hereto agree (the "Agreement") as follows:

1.

Appointment

1.1

The Company hereby retains the Administrator to provide such administrative services, office space and. equipment, defined in Schedule "A" attached hereto, to the Company and the Administrator hereby agrees to provide such services upon the terms and conditions contained in this Agreement.

2.

Duration of Service

2.1

This Agreement shall be for an initial term of sig. (6) months commencing on the Effective Date. Provided that this Agreement has not been terminated by either party pursuant to paragraph 7.1, the Administrator may renew this Agreement for a further six (6) month term by providing to the Company written notice of same at least 30 days prior to the expiration of the current term.

3.

Remuneration

3.1

The remuneration of the Administrator shall be at the rate of $4,500 per month (plus GST) payable for each calendar month on the last business day of such month, the first of such installments to be payable on the last business day of the month of July 1, 2003.

3.2

The Administrator shall be reimbursed for all reasonable office expenses such as courier and other out-of-pocket expenses actually and properly incurred by it in. connection with its duties hereunder provided that the Administrator first furnishes statements and vouchers for .all such expenses to the Company.

4.

Duties of Administrator

4.1

The Administrator shall have, subject always to the general or specific instructions and directions of the Board of Directors of the Company, full' power and authority to manage the adrninistrative business and affairs of the Company except in respect of such matters and duties which, by law, must be transacted or performed by the Board. of :Directors or senior Officers of the Company.

4.2

The Administrator shall:

(a)

conform to all lawful instructions and directions from time to time given to it by the Board of Directors;

(b)

devote sufficient time and attention to the business and affairs of the Company; and

(c)

well and faithfully serve the Company and use its best efforts to promote the interests of the Company.

5.

Confidentiality

5.1

Unless permitted by resolution of the Board, the Administrator shall not, during the term of

this Agreement or at any time thereafter, use for its own purposes or for any purposes other than-those of the Company any intellectual property or knowledge or confidential information of any kind whatsoever that it may acquire in relation to the Company's business or the business of its subsidiaries, and such shall be and remain the property of the Company.

6.

Termination

This Agreement may be terminated:.

(a)

Notice: by the Administrator giving the Company one month notice of its intention to terminate this Agreement and on the expiration of such period, this Agreement shall be wholly terminated. In these circumstances, such one-month notice may expire on any day of the month and any remuneration payable hereunder shall be proportioned to the date of such termination;

(b)

Without just Cause: by the Company giving the Administrator one month notice of its intention to terminate this Agreement and on the expiration or such period,

-3-

this Agreement shall be wholly terminated, in which case the Administrator will not be entitled to receive any further payment of salary, severance pay, notice or damages of any kind and the Administrator shall have thereupon released all claims and entitlements thereto, including without limitation any claims and entitlements under the Employment Standards Act and the Human Rights Act.

7.

General

7.1

The headings and section references in this_. Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope; extent or intent of this Agreement or any provision thereof

7.2

Time is hereby expressly Made of the essence of this Agreement with respect to the performance by the parties of their respective obligations under this Agreement.

 7.3

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. This Agreement may not be assigned by either party hereto without the prior express written consent of the other party.

 7.4

This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and may not be amended; waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought and this Agreement supersedes all prior agreements between the parties.

 7.5

Each of the parties hereto hereby covenants and agrees to execute such further and other documents and instruments and do such further acts and other things as may be necessary to implement and carry out the intent of this Agreement.

7.6

All notices, requests, demands and other communications hereunder shall be in writing and

shall be deemed to have been duly given if delivered by hand or mailed by re^gistered mail addressed as follows:

To the Company:

6109527 Canada Ltd.

Attention: Lawrence Dick

1450 — 789 West Fender Street

Vancouver, B.C. V6C 1H2

To the Administrator:

International Zinatu Technologies Inc.

Attention: David Hodge

1450 -. 789 West Fender Street

Vancouver, B.C. V6C 1H2

- 4 -

or to such other address as may be given in writing by the Company or the Administrator and ^.shall be deemed to have been received, if delivered, on the date of delivery and if mailed as aforesaid at Vancouver, British Columbia then on the third business day following the posting thereof.

IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto effective as of the day and year first above written.

6109527 CANADA LTD.

Per:

Director

INTERNATIONAL ZIMTU TECHNOLOGIES INC.

Per:

David Hodge, President

6109527 CANADA LTD.
(the "Company")

Consent Resolutions of the Directors of 6109527 Canada Ltd. (the "Company") dated the 19^d' day of June, 2003.

Resignation of Director

WHEREAS the Company has received the resignation of Shaun Ledding from the Board of Directors of the Company and as President of the Company.

AND WHEREAS the Company has received the written Consent to Act as an Officer of the Company from Lawrence Dick.

BE IT RESOLVED THAT

1.

The resignation of Shaun Ledding from the Board of Directors and as President of the Company be and is hereby accepted.

2.

The written Consent to Act as an Officer of the Company of Lawrence Dick be and is hereby accepted and Lawrence Dick be and is hereby appointed President of the Company.

3.

Any one director, officer or agent of the Company be and is hereby authorized and directed to execute and deliver all such documents that may be necessary or advisable to give effect to the true intent of this resolution, including such corporate filings with Industry Canada that may be required.

/s/

/s/

WARREN MCINTYRE

LAWRENCE DICK

/s/

ROELOF DE JONGE

Lawrence Dick, having declared his interest in this transaction, abstained on the voting of the resolutions insofaras it related to his respective interest therein.

Schedule "A"

Office Support / Accounting Services:

Office Reception - 8hrs/day, Monday - Friday

Assistance with Monthly and Quarterly Financial Statements Assistance with Year-end Audit

Simple Bookkeeping – Payable Sheets (preferred by auditors)

Simple Bookkeeping – Account Activity Tracking on MS Excel

Use of photocopier at a set price per copy

Use of office printers (colour/black & white) at a set price per print

Computer Network Support

Office Back-up

Internet Connection

Email

Day-to-Day office supplies

Additional Services:

Monitoring and Reporting on Net House Share Positions (when available)

Introductory Web Marketing

Investor Relations – Email List Management/Dissemination

Rent:

Rental of Office Equipment (including but not limited to):

§

Computer Hardware

·

Computer Software

·

Office Furniture (desk, chairs, table, etc.)

·

Telephone Equipment

·

Photocopier Lease

·

Kitchen Facilities (fridge, microwave, kettle, etc)

·

Plants

Storage Space (on the 12^th floor)

Filing Cabinets

EX-10

PROPERTY OPTION AGREEMENT

THIS AGREEMENT made as of the 22^nd day of July, 2003.

BETWEEN:

INTERNATIONAL  ZIMTU  TECHNOLOGIES INC. a

British Columbia corporadon with its registered office located at

Suite 1450 — 789 West Pender Street, Vancouver, British Columbia,

V6C 1H2

(the "Optionor") .

OF THE FIRST PART

AND:

6109527 CANADA LTD., a Canadian corporation with its business

office located at Suite 1450 — 789 West Pender Street, Vancouver,

British Columbia, V6C 1H2.

(the "Optionee")

OF THE SECOND PART WHEREAS:

A.

The Optionor is the owner of one mineral claim totaling 2,965 acres and is located 78 kilometres northeast of Yellowknife, Northwest Territories, Canada (the "Property"), more particularly described in Schedule "A" and the Underlying Agreements attach^ed hereto;

B.

The Optionor has agreed to grant an exclusive option to the Optionee to acquire an undivided 70% interest in and to the -Property subject_. only to the Royalties, on the terms and conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $1.00 now paid by the Optionee to the Optionor (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:

DEFINITIONS

1.

For the purposes of this Agreement the following • words and phrases shall have the

following meanings, namely:

(a)

"CNQ" means the Canadian Trading and Quotation System Inc.;

(b)

"Commissions" means the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission (collectively);

(c)

"Exchange" means the TSX Venture Exchange and such other stock exchanges on which the Optionee's shares may become listed;

2

(d)

^“Exploration Expenditures” means the sum of all costs of acquisition and maintenance of the Property, all expenditures on the exploration and development of the Property, and all other costs and expenses of whatsoever kind or nature incurred or chargeable by the Optionee with respect to th_in exploration and development of the Property and the placing of any of the Property into commercial

production;

.

(e)

“Option means the option to acquire an undivided 70% interest in and to the Property as provided in this Agreement;

(f)

"Option Period” means the period from the date of this .Agreement to and including the date of exercise or termination of the Option;

(g)

^'Property^' means the mineral claims described in Schedule ^'A attached hereto including any replacement or successor claims, and all mining leases and other raining interests derived from any such claims. Any reference herein to any mineral claim comprising the Property includes any mineral leases or other interests into which such mineral claim may have been converted;

(h)

^"Property Rights^" means all licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this Agreement and necessary for the exploration of the Property, or for the purpose of placing the Property into production or continuing production therefrom;

(h)

"Royalty" means the net smelter returns royalty and the gross overriding royalty of 1 % payable to the Optionor under this Agreement, which Royalty shall be calculated and payable in the same manner as the Underlying Royalty;

(i)

Royalties means the Royalty and the Underlying Royalty;

(j)

"Royalty Holders^" means the Optionor under this Agreement and the holders of th Underlying Royalty under the Underlying Agreement.

(k)

Series "P" Special Warrants means the 200,000 Series Special Warrants of the Optionee to be issued to the Optionor, pursuant to the exercise of the Ophon. Each Series "P" Special Warrant is exercisable into one Special Warrant Share of the Optionee at any dine at the option of the Optionor before the fifth business day after a receipt is issued by the Commissions for a prospectus qualifying the issuance of the Special Warrant Shares on exercise of the Series "F" Special Warrants;

(1)

"Special Warrant Share" means a common share in the capital stock of the
Optionee;

(1)

"Underlying Royalty" means the net smelter returns royalty and the gross overriding
royalty of 1% payable to the Royalty Holders under the Underlying Agreements

(m)

^"Underlying Agreement” means the underlying agreement attached hereto as
Schedule "B".

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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR

The Optionor represents and warrants to and covenants_, with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that:

(i)

it is legally entitled to hold the Property and the Property Rights and will remain so entitled until the interest of the Optionor in the Property which is subject to the Option has been duly transferred to the Optionee as contemplated hereby,

(ii)

it is and, at the time of the transfer to the Optionee of the 70% interest in the mineral claims comprising the Property pursuant to the exercise of the Option, will be the recorded holder and beneficial owner of all of the mineral claims comprising the Property, free and clear of all liens, charges and claims

of others except as noted on Schedule "A" hereto, and no taxes or rentals are or^-will be due in respect of any of the mineral claims;

(iii)

the mineral claims comprising the Property have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the Property is situate and are in good standing with respect to all filings, fees, taxes; assessments, work commitments or other conditions on the date hereof and until the dates set opposite the respective names thereof in Schedule "A" hereto;

(iv)

there are not any adverse claims or challenges against or to the ownership of or title to any of the mineral claims comprising the. Property, nor to the knowledge of the Optionor is there any basis therefor, and there are no

outstanding agreements or options to acquire or purchase the Property or any portion thereof, and other than the Royalties, no person has any royalty or other interest whatsoever in production' from any of the mineral claims comprising the Property;

(v)

it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the filing of its annual reports under the laws of its jurisdiction of incorporation, amalgamation or continuation;

(vi)

it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of the Articles or the constating documents of the Optionor or any shareholders' or directors' resolution, indenture, agreement or, other instrument whatsoever to which the Optional: is a party or by which it is bound or to which it or the Property may be subject;

(vii)

no proceedings are pending for, and the Optionor is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of

- 4 -

the Optionor or the placing of the Optionor into bankruptcy or subject to any other laws governing the affairs of insolvent corporations; and

(viii)

the Property is not the whole or substantially the whole of the undertaking of the Optionor.

(b)

The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Opdonee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution of this Agreement and of any transfers, assignments, deeds or further documents respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE

3.

(a)

The Optionee represents and warrants to and covenants with the Opdonor, with the knowledge that the Optionor relies upon same in entering into this Agreement, that:

(i)

it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the filing of annual reports under the laws of its, jurisdiction of incorporation, amalgamation or continuation;

(ii)

it is lawfully authorized to hold mineral claims and real, property under the laws of the jurisdiction in which the Property are situate;

(iii)

it has dully obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of the Articles or the constating documents of the Optionee or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the OptiOnee is a party or by which it is bound or to which it or the Property may be subject;

(iv)

no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of the Optionee or the placing of the Optionee into bankruptcy or subject to any other laws governing the affairs of insolvent corporations;

(v)

the Special Warrant Shares to be issued on the exercise of the Series "P" Special warrants will be duly authorized and validly allotted and issued as fully paid and non-assessable common shares of the Optionee, free of any liens, charges or encumbrances;

(vi)

the Special Warrant Shares are, and will be, at all times during the Option Period, part of a class of shares of the Optionee that will be qualified for resale in the event that a receipt for a prospectus qualifying the issuance of

the Special Warrant Shares on exercise of the Series "P" Special Warrants has been received from the Commissions and the Optionee's common shares are listed and posted for trading on the CNQ or the Exchange. The Special Warrant Shares may be subject to certain resale restrictions under applicable legislation.

(b)

The representations and warranties contained in this section are provided for the exclusive benefit of the Optionor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution hereof.

GRANT AND EXERCISE OF OPTION

4.

(a)

The Optionor hereby grants to the Optionee the sole and exclusive right and option to acquire a 70% undivided interest in and to the Property, free and clear of all charges, encumbrances and claims, except for the Royalties.

(b)

The Option shall be exercised by the Optionee making a cash payment to the Optionor. of $17,000 upon signing, and:

(i)

incurring Exploration Expenditures of $250,000 on the Property as follows:

(A)

$50,000 on or before July 22, 2004;

(B)

a further $50,000 on or before July 22, 2005;

(C)

and a further $150,000 on or before July 22, 2006;

(ii)

allotting and issuing to the Optionor 200,000 Series "P" Special Warrants within 10 days following the signing of this Agreement;

(c)

If and when the Option has been exercised, a 70% undivided right, title and interest :in and to the Property shall vest in the Optionee, free and clear of all charges, encumbrances and claims except for the Royalties, and the Optionor and the Optionee shall enter into a joint venture which shall be governed by the tenxis of a joint venture agreement which shall be executed within 3 months of such exercise, in substantially the. form referred to in the 1999 Continuing Legal Education Society of British Columbia mining law materials.

TRANSFER OF PROPERTY

5.

The Optionor shall, forthwith after the exercise of the Option, file duly executed transfers of the 70% interest in the Property which shall have been acquired by the Optionee, subject only to the Royalties.

RIGHT OF ENTRY

6.

Throughout the Option Period the directors and officers of the Optionee and its servants, agents and independent contractors, shall have the sole and exclusive right in respect of the Property to:

(a)

enter thereon;

(b)

have exclusive and quiet possession thereof;

(c)

do such prospecting, exploration, development and other mining work thereon and thereunder as the Optionee in its sole discretion may determine advisable;

(d)

bring upon and erect upon the Property such buildings, plant, machinery and equipment as the Optionee may deem advisable; and

(e)

remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests.

OBLIGATIONS OF THE OPTIONEE DURING OPTION PERIOD

7.

During the Option Period the Optionee shall be the operator of the Property and shall:

(a)

maintain in good standing those mineral claims comprising the Property by the doing and filing of assessment work or the making of payments in lieu thereof, by the payment of taxes and rentals, and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from the Optionee's activities thereon except those at the time contested in good faith by the Optionee;

(b)

duly record all exploration work carried out on the Property by the Optionee as assessment work;

(a)

permit the directors, officer's, employees and designated consultants of the Optionor, at their own risk and expense, access to the Property at all reasonable times, and the Optionor agrees to indemnify the Optionee against and to save it harmless from all costs, claims, liabilities and expenses that the Optionee may incur or suffer as a result of any injury (including injury causing death) to any director, officer, employee or designated consultant of the Optionor while on the Property;

(b)

permit the Optionor, or its representative duly authorized in writing, to visit and inspect the Property at all reasonable times and intervals, and data obtained by the Optionee as a result of its operations thereon, provided always that the Optionor or its representative shall abide by the rules and regulations laid down by the Optionee relating to matters of safety and efficiency in its operations and, notwithstanding, the Optionee shall be under no liability to the Optionor or its representative for any personal injury, including death, or any damage to property other than such as might be occasioned by or through any negligence on the part of the Optionee, its servants or agents;

(c)

7

(e)

do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;

(f)

indemnify and save the Optionor harmless in respect of any and all costs, claims, liabilities and expenses arising out of the Optionee's activities on the Property, but the Optionee shall incur no obligation hereunder in respect of claims arising or damages suffered after termination of the Option if upon termination of the Option any workings on or improvements to the Property made by the Optionee are left in a safe condition and in full compliance with requirements of all environmental laws and regulations;

(g)

permit the Optionor, at its own expense, reasonable access to the results of the work done on the Property during the last completed calendar year;

(h)

deliver to the Optionor, forthwith upon receipt thereof, copies of all reports, maps, assay results and other technical data compiled by or prepared at the direction of the Optionee with respect to the Property.

(i)

obtain and maintain or cause any contractor engaged by it hereunder to obtain and maintain, during any period in which active work is carried out hereunder, not less than the following:

TERMINATION OF OPTION

8.

(a)

The Option shall terminate:

(i)

upon exercise in accordance with the terms of this Agreement;

(ii)

upon the Optionee failing to incur Exploration Expenditures or failing to issued the Shares in accordance with subparagraph 4(b);

(i)

subject to paragraph 15 hereof, upon the Optionee failing to remedy a default as provided therein;

(ii)

at any other time, by the Optionee giving notice of such termination to the Optionor;

(b)

If the Option is terminated otherwise than upon the exercise thereof, the Optionee shall:

(i)

leave in good standing for a period of at least 12 months from the termination of the Option Period those mineral claims comprising the Property;

(ii)

deliver or make available at no cost to the Optionor within 90 days of such termination, all drill core, copies of all reports, maps, assay results and other relevant technical data compiled by, prepared at, the direction of, or in the possession of the Optionee with respect to the Property and not theretofore furnished to the Optionor;

8

reclaim the Property in accordance with the requirements of all applicable environmental laws and regulations, but only to the extent that such requirements result from the Optionee's activities on the Property hereunder;

(c)

If the Option is terminated otherwise than upon the exercise thereof, the Optionee shall have the right, within a period of 180 days following the end of the. Option Period, to remove from the Property all buildings, plant, equipment, machinery, tools, appliances and supplies which have been brought upon the Property by or on behalf of the Optionee, and any such property not removed within such 180 day period shall thereafter become the property of the Optionor or may be removed by the Optionor at the Optionee's sole expense.

ROYALTY

1.

 Upon the Commencement of Commercial Production, the Optionee shall pay to the Optionor a Royalty equal to 1 % of the net smelter returns ("NSR") on minerals other than diamonds and 1% of the gross production ("GOR") of diamonds from the Property, on the terms and conditions as set out in this paragraph and the Underlying Agreement attached as Schedule "B" hereto. The Optionee may purchase one half (1/2) of each of the ,NSR royalty and/or the GOR royalty from the Optionor at any time for $500,000 for each 1/2 interest. In addition the Optionee agrees to pay the Underlying Royalty to the Royalty Holders in accordance with the terms of the Underlying Agreement attached as Schedule "B" hereto.

TRANSFERS

 10.

(a)

Subject to subparagraph (c), any party (the "transferring party") may at any time either during the Option Period or thereafter, sell, transfer or otherwise dispose of all or any portion of its interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest shall have first delivered to the other party (in this section the "other party") its agreement related to this Agreement and to the Property, containing:

(i)

a covenant by such transferee to perform all the obligations of the transferring party to be performed under this Agreement in respect of the interest to be acquired by it from the transferring party to the same extent as if this Agreement had been originally executed by such transferee; and

(ii)

a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this paragraph (a).

(b)

No assignment by the transferring party of any interest less than its entire interest in this Agreement and in the Property shall, as between the transferring party and the other party, discharge it from any of its obligations hereunder, but upon the transfer by the transferring party of the entire interest at the time held by it in this Agreement, whether to one or more transferees and whether in one or in a number of successive transfers, the transferring party shall be deemed to be discharged from all obligations hereunder save and except for the payment of the Royalties or other fulfillment of contractual commitments accrued due prior to the date on which the transferring party shall have no further interest in this Agreement.

-9-

(c)

If any party (the "transferring party") should receive a bona fide offer from an independent third party (the "Proposed Purchaser") dealing at arm's length with the transferring party to purchase, by way of option or otherwise, all or a part of its interest in the Property, which offer the transferring party desires to accept, or if the transferring party intends to sell, by way of option or otherwise, all or a part of its interest in the Property other than to an affiliated company (as defined in the British Columbia Company Act):

(i)

The transferring party shall first offer (the "Offer") such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the transferring party, as the case may be.

(ii)

The Offer shall specify the price, terms and conditions of such sale, the name of the Proposed Purchaser and shall, in the case of an intended offer by the transferring party, disclose the person or persons to whom the transferring party intends to offer its interest and, if the offer received by the transferring party from the Proposed Purchaser provides for any consideration payable to the transferring party otherwise than in cash, the Offer shall include the transferring party's good faith estimate of the cash equivalent of the non-cash consideration.

(iii)

If within a period of 60 days of the receipt of the Offer the other party notifies the transferring party in writing that it will accept the Offer, the transferring party shall be bound to sell such interest to the other party on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the transferring party's good faith estimate of the cash equivalent of the non cash consideration as aforesaid, and if the other party disagrees with the transferring party's best estimate, the other party shall so notify the transferring party at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the transferring party, the acceptance by the other party shall be effective and binding upon the transferring party and the othe r party, and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in. such case pay to the transferring party, against receipt of an absolute transfer of clear and unencumbered title to the interest of the transferring party being sold, the total purchase price which is specified in its notice to the transferring party and such amount shall be credited to the amount determined following arbitration of the' cash equivalent of any non-cash consideration

(iv)

If the other party fails to notify the transferring party before the expiration of the time limited therefore that it will purchase the interest offered, the transferring party may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 60 days, but the terms of this paragraph shall again apply to

-10-

such interest if the sale to the Proposed Purchaser is not completed within such 60 days.

(v)

 Any sale hereunder shall be conditional upon the purchaser delivering a written undertaking to the other party, in form and substance satisfactory to its counsel, to be bound by the terms and conditions of this Agreement, including this paragraph (c).

(d)

Paragraph (c)(v) hereof shall apply, mutatis mutandis, to any sale, by way of option or otherwise, of all or part of the transferring party's interest in the Property to an affiliated company.

SURRENDER OF PROPERTY INTERESTS PRIOR TO TERMINATION OF AGREEMENT

1.

 The Optionee may at any time during the Option Period elect to abandon any one or more of the mineral claims comprised in the Property by giving notice to the Optionor_ of such intention. Any claims so abandoned shall be kept in good standing under the laws of the jurisdiction in which they are situate for at least 12 months from the date of abandonment. Upon any such abandonment, the mineral claims so abandoned shall for all purposes of this Agreement cease to form part of the Property and, if title to such claims has been transferred to the Optionee the Optionee shall retransfer such title to the Op-donor at the Optionee's expense.

FORCE MAJEURE

 12.      (a)

If the Optionee is at any time either during the Option Period or thereafter prevented or delayed in complying with any provisions of this Agreement by reason of strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires, wars, acts of God, governmental regulations restricting normal operations, shipping delays or any other reason or reasons, other than lack of funds, beyond the control of the Optionee, the time limited for the performance by the Optionee of its obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay, but nothing herein shall discharge the Optionee from its obligations hereunder to maintain the Property in good standing;

(b)

The Optionee shall give prompt notice to the Optionor of each event of force majeure and upon cessation of such event shall furnish to the Optionor with notice to that effect together with particulars of the number of days by which the obligations of the Optionee hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.

CONFIDENTIAL INFORMATION

1.

 No information furnished by the Optionee to the Optionor hereunder in respect of the activities carried out on the Property by the Optionee, or related to the sale of minerals, ore, bullion or other product derived from the Property, shall be published or disclosed by the Optionor without the prior written consent of the Optionee, but such consent in respect of the reporting of factual data shall not be unreasonably withheld, and shall not be withheld in respect of information required to be publicly disclosed pursuant to applicable securities or corporation laws, regulations of policies.

- 11 -

ARBITRATION

14.

(a)

All questions or matters in dispute under this Agreement shall be submitted to
arbitration pursuant to the terms hereof.

(b)

It shall be a condition precedent to the right of any party to submit any matter to arbitration. pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall have given not less than 10 days' prior notice of its intention to (sib so to the other party, together with particulars of the matter in dispute. On the expiration of such 10 days, the party who gave such notice may proceed to refer the dispute to arbitration as provided in paragraph (c).

(a)

The party desiring arbitration shall appoint one arbitrator, and shall notify the other party of such appointment, and the other party shall, within 15 days after receiving such notice, either consent to the appointment of such arbitrator which shall then carry out .the arbitration or appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within 30 days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If the other party shall fail to appoint an arbitrator within 15 days after receiving notice of the appointment of the first arbitrator, the first arbitrator shall be the only arbitrator. If the two arbitrators appointed by the parties shall be unable to agree on the appointment of the chairman, the chairman shall be, appointed under the provisions of the Commercial Arbitration Act of British Columbia. Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Act. The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a and place in Vancouver, British Columbia, for the purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act or this section. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the parties. The expense of the arbitration shall be paid as specified in the award.

(b)

The parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.

DEFAULT

15.

If at any time during the Option Period the Opdonee is in default of any material provision in this Agreement other than the provisions of subparagraph 4(b) for which no notice of default need be given, the Optionor may terminate this Agreement, but only if:

(a)

it shall have first given to the Optionee a notice of default containing particulars of the obligation which the Optionee has not performed, or the warranty breached; and

(b)

the Optionee has not, within 30 days following delivery of such notice of default, cured such default or commenced proceedings to cure such default by appropriate

- 12 -

payment or performance, the Optionee hereby agreeing that should it so commence to cure any default it will prosecute the same to completion without undue delay.

Should the Optionee fail to comply with the provision of subparagraph (b), the Optionor may thereafter terminate this Agreement by giving notice thereof to the Optionee.

RULE AGAINST PERPETUITIES

1.

 If any right, power or interest held by or to be acquired by any party in the Property under this Agreement would violate the rule against perpetuities, then such right, power or interest shall terminate at the expiration of 20 years after the date of this Agreement.

NOTICES

2.

 Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered or telecopied to such party at the address for such party specified above. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered or, if given by telecopier, shall be deemed conclusively to be the next business day. Either party may at any time and from time to time notify the other party in writing of a change of address and the new address to which notice shall be given to it -thereafter until further change.

GENERAL

 18.

(a)

This Agreement shall supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of the subject matter of this Agreement.

(a)

No consent or waiver expressed or implied by either party in respect of any breach or default by the other in the performance by such other of its obligations hereunder shall be deemed or construed to be a consent to or a waiver of any other breach or default.

(b)

The parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance and do such further and other acts which may be reasonably necessary or advisable to carry out fully the intent of this Agreement or to record wherever appropriate the respective interest from time to time of the parties in the Property.

(c)

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

(d)

This Agreement shall be governed by and construed in accordance with the laws of British. Columbia and shall be subject to the approval of all securities regulatory authorities having jurisdiction.

(e)

Time shall be of the essence in this Agreement,

- 13 -

(f)

Wherever the neuter and singular is used in this Agreement it shall be deemed to include the plural, masculine and feminine, as the case may be.

(g)

Any reference in this Agreement to currency shall be deemed to be Canadian currency.

AREA OF MUTUAL INTEREST

19. The parties hereby agree that each and every mineral claim (including internal fractions) or interest therein which they may stake or otherwise acquire during the currency of this Agreement and which lies in whole or in part within one mile from the outside perimeter of the Property, or which is contiguous to such claims which are otherwise within this area of mutual interest, shall at the option of the other party form a part of the Property. Any party shall, upon acquisition of any such additional claims or interests, forthwith give notice to the other party of same and thereafter die other party shall have thirty days from the date on which the Option is fully exercised within which to give notice of its desire to have such additional claims or interests form part of the Property and to pay to the other party their proportionate share of acquisition costs. The other party shall be responsible to pay its proportionate share of cost s of acquiring the additional claims or interests in accordance with its interest in the Property. All title to such additional claims or interests shall be held subject to the terms of this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

INTERNATIONAL ZIMTU TECHNOLOGIES INC.

Per:

David Hodge, President

6109527 CANADA LTD.

Per:

Director

SCHEDULE "A"

LIST OF MINERAL CLAIMS, MURRAY PROPERTY

Claim	Tenure	NITS	Record	Anniversary
Name	Number	Map Sheet(s)	Date	Date
Murray	F75550	851/14 and 85P/3	2003-02-20	2005-02-20

EX-11

Evolving

Gold

Corporation

September 16, 2004

Attention: Mr. Jody Dahrouge, B. Sc., P.Geol

Re:  Murray Property work commitments

Dear Jody,

As per our conversation, I 'would like to confirm the following new commitments in regards to the Murray Property agreement

1.

The overall exploration commitment shall remain at $250,000

2.

The first year commitment be change from $50,000 on or before July^l 22, 2004  TO

$15,000 on or before November 1, 2004

3.

The remaining commitments shall be as follows:

$  85,000 on or before July 22, 2005

$150,000 on or before July 22, 2006

Thank you for your support of Evolving Gold Corporation

Sincerely

Warren McInty^,re Warren McIntyre Director

Suite 1200 – 1188 West Georgia Street, Vancouver, B.C. Canada V6E 4A2

EX-10

Original Zimtu Property Option Agreement

EX-19

EVOLVING GOLD CORP.
1200 – 1188 West Georgia Street
Vancouver, B.C. V6E 4A2
(604) 685.6375

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This Management Proxy Circular is furnished in connection with the solicitation of proxies by the management of EVOLVING GOLD CORP. (the “Company”) for use at the Annual General Meeting of its shareholders (the “Meeting”) to be held on September 28, 2004 at 10:00 am (Vancouver time). All properly executed proxies received on or before the last business day before the meeting date, will be voted at the Meeting and, if a choice is specified with respect to any matter to be acted upon, will be voted in accordance with the instructions contained therein. In the absence of any specification, management designees, if named as proxy, will vote in favour of the matters set out therein. None of the directors or proposed directors intends to oppose any action taken at the meeting.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but directors, officers and regular employees of the Company may solicit proxies personally or by telephone. In accordance with National Instrument 54-101 of the Canadian Securities Administrators, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the voting common shares in the capital of the Company (the “Shares”) held of record by such persons and the Company may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The Company will pay all costs of this solicitation.

Appointment of Proxyholders

A shareholder entitled to vote at the Meeting may by means of a proxy appoint a proxyholder or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting for the shareholder on the shareholder’s behalf.

The individuals named in the accompanying form of proxy are the President of the Company and a director of the Company. A shareholder has the right to appoint a person who need not be a shareholder, to attend and act for the shareholder and on the shareholder’s behalf at the Meeting other than either of the persons designated in the accompanying form of proxy or by completing and delivering another suitable form of proxy.

A proxy will not be valid unless the completed and signed and dated form of proxy is delivered to the office of to Pacific Corporate Trust Company by fax at (604.689.8144), or by mail or by hand at 10^th Floor– 625 Howe Street, Vancouver, B.C. V6C 3B8 not less than 48 hours (excluding Saturdays, Sundays and holidays) before Meeting or any adjournment thereof or deposit same with the chairman of the meeting on the day of the meeting or any adjournment thereof, prior to the vote on which it is to be exercised.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy may revoke it by either executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the shareholders or the shareholder’s authorized attorney in writing, or if the shareholder is a Company, under its corporate seal by an officer or attorney duly authorized, and by depositing the proxy bearing a later date with the transfer agent, Pacific Corporate

Trust Company by fax at (604.689.8144) or by mail or by hand at 10^th Floor– 625 Howe Street, Vancouver, B.C. V6C 3B8 any time up to and including the last business day that precedes the date of the Meeting, or if the Meeting is adjourned, the last business day that precedes any reconvening thereof or to the chairman of such Meeting on the day of the Meeting or any reconvening thereof or in any other manner provided by law. In addition the shareholder personally attending the Meeting and voting the shareholder’s Shares may revoke the proxy. A revocation of a proxy will not affect a matter on which a vote is taken before revocation.

Exercise of Discretion

On a poll the nominee named in the accompanying form of proxy will vote or withhold from voting the Shares represented thereby in accordance with the instructions of the shareholder on any ballot that may be called for. The proxy will confer discretionary authority on the nominees named therein with respect to:

(a)

each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,

(b)

any amendment to or variation of any matter identified therein, and

(c)

any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the proxy, the nominees named in the accompanying form of proxy will vote Shares represented by the proxy at their own discretion for the approval of such matter.

As of the date of this Management Circular, management of the Company knows of no amendment, variation or other matter that may come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting each nominee in the accompanying form of proxy intends to vote thereon in accordance with the nominee’s best judgment.

Advice To Beneficial Holders of Shares

The information set forth in this section is of significant importance to many shareholders of the Company, as a substantial number of shareholders do not hold Shares in their own name. Shareholders who do not hold Shares in their own name (referred to in this Management Proxy Circular as “Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered shareholders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Shareholder’s broker or agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for the Depository Trust Co mpany (which acts as depositary for many brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholder’s meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered shareholders of the Company. However its purpose is limited to instructing the registered shareholder, (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communication Services (“ADP”) in the United States and Canada. ADP typically applies a special sticker to proxy forms, mails th ose forms to the Beneficial Shareholders and requests the Beneficial Shareholders to return the proxy forms to ADP. ADP then tabulates the results of all

instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving an ADP proxy cannot use that proxy to vote Shares directly at the Meeting- the proxy must be returned to ADP, as the case may be, well in advance of the Meeting in order to have the Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the Registered Shareholder and vote their Shares as proxyholder for the registered Shareholder who should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agents), well in advance of the Meeting.

Alternatively, a Beneficial Shareholder may request in writing that their broker send to them a legal proxy, which would entitle them to attend at the Meeting and vote their Shares.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no insider or nominee for election as a director of the Company had any material beneficial interest in any material transaction during the financial year ended March 31, 2004 or has any such interest in any material transaction in the current year other than as set out herein.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS OF VOTING SECURITIES

As of August 24, 2004 the Company has outstanding 6,150,000 common shares fully paid and non-assessable Shares without par value, each carrying the right to one vote.

The Board of Directors of the Company has fixed August 24, 2004 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Shares voted at the Meeting, except to the extent that

(a)

the shareholder has transferred the ownership of any such share after the record date,

(b)

the transferee produces a properly endorsed share certificate or otherwise establishes ownership

of any transferred Shares and makes a demand to Pacific Corporate Trust Company no later than

10 days before the Meeting that the transferee’s name be included in the list of shareholders in

respect thereof.

To the knowledge of the directors and senior officers of the Company only the following persons beneficially owned, directly or indirectly, or exercising control or direction over Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Company as of the Record Date of August 24, 2004:

INFORMATION CONCERNING THE COMPANY Voting Securities and the Principal Holders of Voting Securities

Shareholder Name	Number of Shares	Percentage of Issued Shares
CDS & CO. (NCI)	2,434,364	39.6%

*Beneficial ownership is not known.

The above information was supplied by the Company and by Pacific Corporate Trust Company, the Company’s registrar and transfer agent.

MATTERS TO BE ACTED UPON AT THE MEETING
VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation

FINANCIAL STATEMENTS AND AUDITORS REPORT

The comparative financial statements of the Company to March 31, 2004 and March 31, 2003 and the report of the auditor will be placed before the Meeting. The audited financial statements and the auditor’s report were mailed to shareholders with the Notice of Meeting and the Management Proxy Circular. Additional copies may be obtained from the Secretary of the Company upon request and will be available at the Meeting.

ELECTION OF DIRECTORS

The Company has fixed the number of directors at a minimum of one and a maximum of ten. The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the directors office is earlier vacated in accordance with the provisions of the Canada Business Corporations Act, each director elected will hold office until the conclusion of the next annual meeting of the Company, or if no director is then elected, until a successor is elected.

The table below sets out the names of management’s six nominees for election as directors, all major offices and positions with the Company, each nominee’s principal occupation, business or employment, the period of time during which each has been a director of the Company and the number of shares beneficially owned by each, directly or indirectly or over which each exercised control or direction as at the date of this circular.

Name, Position and Municipality of Residence	Occupation, Business or Employment	Securities Beneficially Owned or Controlled
Lawrence Dick (1) North Vancouver, BC Chief Executive Officer President and Director Since June 19, 2003	Professional Geologist, Director and President of the Company since June 19, 2003. President and a director of Continuum Resources Ltd. since March 2002. Self-employed consultant from January 2001 to March 2002. Director of General Minerals Corp. since 1994. Executive Vice-President of General Mineral Corp. from August, 1995 to January 2001.	443,125
Roelof de Jonge (1) Vancouver, BC Chief Financial Officer and Director since June 19,  2003	Director of the Company since June 19, 2003. Director of Mesa Resources Inc. since November 2002. Director of Great Quest Metals Ltd. from January 1, 1997 to January 2003. President and Chief Executive Officer of Rampton Resources Inc. from July 1995 to January 2001.	443,125
Warren McIntyre (1) North Vancouver, BC Director since June 19, 2003	Director of the Company since June 19, 2003. Corporate communications consultant for Continuum Resources Ltd. since March 2003. Consultant, Evolve Financial from November, 2001 to October 2003. Investor relations, Plus International from January 2001 to September 2001. General Manager, St. John’s Fishing Resort, November 1999 to January 2001. President, West Coast Resorts, March 1993 to October 1999. President and Director of Pallaum Resources Ltd. since November 6, 2003	443,125
Dr. Chris Osterman Golden, Colorado Director since July 15, 2004	Director of the Company since July 15, 2004. Vice-President, Exploration – Continuum Resources Ltd. from December 2003 to present; Director of Explorations – Gallant Minerals from December 2000 to October 2003; Chief Geologist for General Minerals Corp. from May 1994 to July 2000.

    Notes:

1. Member of the audit committee.

EXECUTIVE COMPENSATION Executive Compensation

During the Company’s financial year ended March 31, 2004 the aggregate direct remuneration paid or payable to the Company’s executive officers and directors by the Company was nil for management fees.

The Company was incorporated on June 19, 2004. The Compensation paid to the Named Executive Officers during the Company’s first recently completed financial year is as set out below:

Summary Compensation Table

		Annual Compensation			Long Term Compensation
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compen- sation ($)		Awards	Payouts	All Other Compe nsation ($)
					Securities under Options/ SAR (1) Granted (#)	Restricted Shares or Restricted Share Units ($)	LTIP (2) Payouts ($)
Lawrence Dick President and CEO	2004	Nil	Nil	Nil	Nil	Nil	Nil	Nil

(1)

Stock Appreciation Rights

(2)

Long term incentive plans

Long Term Incentive Plans, Options and SARS

During the most recently completed fiscal year, there were no incentive stock options and SARs granted to the Named Executive Officer. The Company has no long term incentive plan in place and therefore there were no awards made under any long-term incentive plan to the Named Executive Officer during the Company’s most recently completed fiscal year. A “Long Term Incentive Plan” is a plan under which

awards are made based on performance over a period longer than one fiscal year, other than a plan for options, SARs or restricted share compensation.

Options Exercised

The Named Executive Officers did not exercise any options during the fiscal year ended March 31, 2004. Termination of Employment, Changes in Responsibilities and Employment Contracts

There are no other compensatory plans or arrangements with respect to the Named Executive Officer resulting from the resignation, retirement or other termination of employment or from a change of control of the Company.

Compensation of Directors

Compensation for the Named Executive Officer has been disclosed above. No cash compensation was paid to any director of the Company for the director’s services as a director during the fiscal year ended March 31, 2004.

Indebtedness of Directors and Officers

No director or officer of the Company or proposed nominee for election as a director of the Company is or has been indebted to the Company during the financial year ended March 31, 2004.

APPOINTMENT OF AUDITOR

Amisano Hanson, Chartered Accountants located at Suite 604, 750 West Pender Street, Vancouver, B.C. will be nominated at the Meeting for reappointment as auditor of the Company at remuneration to be fixed by the directors. Amisano Hanson has been the auditor of the Company since December 2, 2003.

MANAGEMENT CONTRACTS

The Company and International Zimtu Technologies Inc. (“Zimtu”) of 1450 – 789 West Pender Street, Vancouver, BC V6C 1A2 entered into an Administrative and Services Agreement dated July 1, 2003 pursuant to which the Company agreed to pay rent and administrative fees of $4,500 per month to Zimtu. Zimtu was a significant shareholder of the Company. The Agreement was renewed for an additional six month term on January 1, 2004 expiring June 30, 2004. The Agreement has not been renewed.

Core Development Corp. (“Core”) of 1450 – 789 West Pender Street, Vancouver, BC V6C 1A2 and the Company entered into a Management Services Agreement dated July 1, 2003. Core is wholly owned by Shaun Ledding, who provided the management services. Mr. Ledding is also a director of Zimtu. Pursuant to the Management Services Agreement, Core was obligated to provide management services to the Company in consideration of the payment of $5,000 per month. The Agreement has not been renewed.

For the months of June and July 2004, Same Cloud Mining Services Inc., a private company owned by a director of the Company, Roelof de Jonge provided management services for a monthly fee of $3,750.

Effective August, 2004, Roelof de Jonge, a director of the Company and David Eaton of Vancouver, BC are each paid a monthly fee of $5,000 per month to provide management and administrative services.

APPROVAL OF STOCK OPTION PLAN

Rolling Stock Option Plan

The Company requests shareholder approval to a rolling stock option (the “Plan”) pursuant to which the Company can grant and amend stock options. The Plan provides for the reservation of a maximum of ten percent (10%) of the issued and outstanding shares of the Company. The maximum allowable stock options will therefore increase as the issued share capital increases. The stock options will not be subject to a vesting period. The Plan is subject to the policies of the Canadian Trading and Quotation System Inc. (“CNQ”) which requires that the options granted comply with Multilateral Instrument 45-105 “Trades to Employees, Directors, Senior Officers and Consultants”. The Plan is available for review during normal business hours at the Corporation’s office. Other terms are:

1.

The term of any stock option will not exceed five years.

2.

 If the Optionee ceases to be an Officer, Director, Employee, Consultant or Service Provider for any reason other than such Optionee’s death or disability, all Stock Options held by the Optionee shall be exercisable, to the extent that such Stock Options were exercisable on the date the Optionee ceased to fall under one of the foregoing categories (the “Termination Date”) for a period of 30 days following the Termination Date.

3.

If the Optionee ceases to be an Officer, Director, Employee, Consultant or Service Provider because of Optionee’s death or disability all Stock Options held by the Optionee shall become immediately exercisable and shall be exercisable by the Optionee, the personal representative of the Optionee’s estate, or the person(s) to who the Stock Options are transferred pursuant to the Optionee’s will in accordance with the laws of descent and distribution, as applicable, for a period of 12 months following the Termination Date.

4.

An individual can receive Awards to purchase no more than 5% of the outstanding shares of Common Stock listed on the CNQ on a yearly basis.

5.

An Award to an Employee conducting Investor Relations Activities or to a Consultant is restricted to an aggregate of 2% of the Corporation’s issued shares.

6.

 For any Stock Options granted to Employees, Consultants or Management Corporation Employees, the Corporation represents that the Optionee is a bona fide Employee, Consultant or Management Corporation Employee as the case may be.

7.

The Optionee must be a director, senior officer, employee, and consultant or management Corporation employee of the Corporation or a subsidiary of the Corporation at the time of grant.

8.

All options are non-assignable and non-transferable.

9.

An option may only be exercised while the optionee is a director, senior officer, employee, consultant or management Corporation employee or within a period of 30 days thereafter.

10.

Disinterested shareholder approval must be obtained for any reduction in the exercise price of an option if the optionee is an insider of the Corporation at the time of the proposed reduction.

OTHER MATTERS

The Directors are not aware of any other matters, which they anticipate will come before the Meeting as of the date of mailing of this Management Proxy Circular.

DESTRUCTION OF PROXIES

In the absence of a challenge to the proceedings of the meeting within 3 months of the meeting date, legal counsel will be authorized to destroy the proxies.

ADDITIONAL INFORMATION

Additional Information relating to the Company is included in its Annual Report for the year ended March 31, 2004, which includes the Company’s audited financial statements for the year ended March 31, 2004. Copies of the Annual Report and the relevant portions of the documents incorporated by reference in the Annual Report may be obtained upon request from the Corporate Offices of the Company by telephone No. (604) 685.6375 and by Fax No. (604) 669.2960.

DIRECTOR’S APPROVAL

The contents of this Management Proxy Circular and its distribution to shareholders been approved by the Board of Directors of the Company.

CERTIFICATE

The foregoing contains no untrue statement of material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

Dated at Vancouver, British Columbia, this 24th day of August, 2004

SIGNED “Lawrence Dick”

Lawrence Dick President

EX-19

EX-23

Consent of Independent Auditors

CORRESP

A.B. KORELIN & ASSOCIATES INC._  

108 SE 124th Avenue	Phone:  360-891-7114
Vancouver, Washington 98684	Fax:  360-891-7005

On behalf of Evolving Gold Corporation, we hereby submit Evolving’s initial 20-F Registration Statement. To respond to this filing, please contact me at the numbers listed above or Warren McIntyre, Corporate Secretary and Director of Evolving, by phone at (604) 685-6375 or by fax at (604) 669-2960.

Sincerely,

/s/ Al Korelin

Al Korelin

A.B. Korelin & Associates