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 __________

CASCADIA INTERNATIONAL RESOURCES INC.

(Exact name of Registrant as specified in its charter)

__________British Columbia, Canada_____________

(Jurisdiction of incorporation or organization)

Suite 1530, 715 – 5 Avenue S.W. Calgary, Alberta, Canada  T2P 2X6

(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.                                                             38,726,121

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 93

Index to Exhibits on Page 53

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CASCADIA INTERNATIONAL RESOURCES INC.

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	12
Item 5.	Operating and Financial Review and Prospects	25
Item 6.	Directors, Senior Management and Employees	31
Item 7.	Major Shareholders and Related Party Transactions	39
Item 8.	Financial Information	40
Item 9.	The Offer and Listing	41
Item 10.	Additional Information	43
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 12.	Description of Securities Other Than Equity Securities	51

PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	52
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	52
Item 15.	Controls and Procedures	52
Item 16.	Reserved	52
Item 16A.	Audit Committee Financial Expert	52
Item 16B.	Code of Ethics	52
Item 16C.	Principal Accountant Fees and Services	52
Item 16D.	Exemptions from the Listing Standards for Audit Committee	52
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	52

PART III
Item 17.	Financial Statements	52
Item 18.	Financial Statements	53
Item 19.	Exhibits	53

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INTRODUCTION

Cascadia International Resources Inc. (“Cascadia ” , the “Company” or the “Issuer”) was incorporated pursuant to the company Act (British Columbia) on July 18, 1983 under the name Craven Resources Inc. The Issuer adopted new articles on November 22, 1983 and on January 20 1994. On January 18, 1995 the Issuer increased its authorized capital from 10,000,000 common shares to 50,000,000. The Issuer changed its name to Craven Ventures Inc. on April 20, 1990 and to Cascadia International Resources Inc. on April 7, 1997. The Issuer consolidated all its capital stock at a ratio of 4:1 on January 29, 2002. On January 8, 2003, the Issuer consolidated all its capital stock at a ratio of 2:1.

BUSINESS OF CASCADIA INTERNATINAL RESOURCES INC.  

Cascadia International Resources Inc. 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 #$, “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.

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PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

1.A.1.  Directors

Table No. 1 lists as of 10/01/2004 the names of the Directors of the Issuer.

Table No. 1

Directors

______________________________________________________________________________

______________________________________________________________________________

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Name	Age	Date First Elected of Appointed
James G. Evaskevich   (1)	50	June 17, 2003
Robert Middleton      (1)	58	October 31, 2003
Gordon A. Bowerman    (1)	63	June 27, 2003
Douglas Stuve         (1)	37	January 26, 2004
Glenn Mullan	46	December 22, 2004

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(1)

Suite 1530, 715 – 5 Avenue S.W., Calgary, Alberta CANADA T2P 2X6

(2)

Member of the Audit Committee      

______________________________________________________________________________

______________________________________________________________________________

1.A.2.  Senior Management

Table No. 2 lists, as of 10/01/2004, 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
James G. Evaskevich, President CEO	50	June 17, 2003
Robert Middleton, Vice President	58	October 31, 2003
John F.K. Aihoshi, V.P. Finance and CFO and Corporate Secretary	52	July 7, 2003

______________________________________________________________________________

______________________________________________________________________________

Mr. Evaskevich’s business functions, as President of the Company and Chief Executive Officer, 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. Aihoshi’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. Aihoshi may delegate all or part of his duties as Corporate Secretary to a nominee from time to time.

Mr. Aihoshi’s functions as V.P Finance and Chief Financial Officer include financial administration; accounting and financial statements; liaison with auditors, accountants, and financial community/shareholders; and preparation/ payment/organization of the expenses/taxes/activities of the Company. He assists in ensuring the Company’s compliance with all statutory and regulatory compliance.

Mr. Middleton’s business functions, as Vice President Exploration, include responsibility for overseeing all of the Issuer’s exploration efforts. This includes hiring additional consultants to assist in exploration efforts; planning future exploration work on the Issuer’s mineral properties; assessing exploration reports; and, budgeting exploration expenses. Mr. Middleton reports directly to Mr. Evaskevich.

1.B.  Advisors

The Company’s Canadian Legal Counsel:

Burstall Winger LLP         

324 – 8 Avenue S.W.                      

Suite 3100                

Calgary, Alberta CANADA T2P 2Z2    

The Company’s bank is:       

National Bank of Canada

401 8^th Avenue S.W.                    

Calgary, Alberta CANADA T2P 1E4

1.C Auditors

The Company’s auditor is:    

Meyers Norris Penny                  

808 4^th Avenue S.W.         

Suite 600

Calgary, Alberta CANADA T2P 3E8

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 and 2003, ended July 31^st was derived from the financial statements of the Company that have been audited by Meyers Norris Penny, independent Chartered Accountants, as indicated in their audit reports, which are included elsewhere in this Registration Statement.  

The selected financial data of the Company for Fiscal 2002, ended July 31^st was derived from the financial statements of the Company that have been audited by Arthur Lam, independent Chartered Accountant, as indicated in his audit reports, which are included elsewhere in this Registration Statement

The selected financial data of the Company for Fiscal 2001 and 2000, ended July 31^st was derived from the financial statements of the Company that have been audited by Abdul R. Allibhai, independent Chartered Accountant, as indicated in his audit reports, which are included elsewhere in this Registration Statement.

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 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)

________________________________________________________________________________

________________________________________________________________________________

	Unaudited Six Months		Year	Year	Year	Year	Year
CANADIAN GAAP	Ended 1/31/05	Ended 1/31/04	Ended 7/31/04	Ended 7/31/03	Ended 7/31/02	Ended 7/31/01	Ended 7/31/00
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Income (Loss) for the Period	($399)	($256)	($1,197)	($210)	($81)	($65)	($537)
Basic Income (Loss) Per Share	($0.01)	($0.01)	($0.04)	($0.03)	($0.01)	($0.01)	($0.06)
Dividends Per Share	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Wtg. Avg. Shares (000)	36,548	26,069	29,095	6,320	8,102	6,514	9,099
Period-end Shares	38,676	29,652	35,404	21,045	5,279	9,116	9,116
Working Capital	$467	$3,272	$95	$572	$14	($85)	($22)
Mineral Properties	$7,797	$2,774	$7,237	$2,535	Nil	Nil	Nil
Long-Term Debt (Future Income Tax)	$2,236	$1,950	$1,798	$770	Nil	Nil	Nil
Capital Stock	$9,095	$6,392	$8,278	$4,790	$2,257	$2,077	$2,077
Shareholders’ Equity	$6,074	$4,137	$5,586	$2,337	$14	($85)	($20)
Total Assets	$8,593	$6,182	$7,703	$3,242	$29	$2	$5
US GAAP
Net Loss	N/A	N/A	($5,459)	($2,744)	($81)	N/A	N/A
Loss Per Share	N/A	N/A	($0.19)	($0.43)	($0.02)	N/A	N/A
Mineral Properties	N/A	N/A	Nil	Nil	Nil	N/A	N/A
Shareholders’ Equity	N/A	N/A	($1,652)	($198)	$14	N/A	N/A
Total Assets	N/A	N/A	$466	$708	$29	N/A	N/A

 (1)  Cumulative Net Loss since incorporation through 7/31/2004 (Latest fiscal year end) under US GAAP was ($1,651,611).

 (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 five most recent fiscal years ended December 31^st, 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.

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
March 2005		1.25	1.20	1.21
February 2005		1.26	1.23	1.23
January 2005		1.24	1.20	1.24
December 2004		1.24	1.19	1.20
November 2004		1.23	1.18	1.18
October 2004		1.27	1.22	1.22
Six Months Ended  1/31/2005		1.33	1.20	1.24
Six Months Ended  1/31/2004		1.41	1.27	1.33
Fiscal Year Ended 7/31/2004	1.50	1.60	1.33	1.36
Fiscal Year Ended 7/31/2003	1.39	1.58	1.29	1.29
Fiscal Year Ended 7/31/2002	1.57	1.61	1.51	1.58
Fiscal Year Ended 7/31/2001	1.55	1.60	1.49	1.59
Fiscal Year Ended 7/31/2000	1.50	1.56	1.44	1.50

______________________________________________________________________________

______________________________________________________________________________

3.B.  Capitalization and Indebtedness

Table No. 5 sets forth the capitalization and indebtedness of the Company as of 10/31/2004, the end of the Company’s latest completed fiscal quarter.  Since that time, Cascadia issued an additional 3,262,500 common shares pursuant to a private placement. These shares were sold at a price of $0.40.  

Table No. 5

Capitalization and Indebtedness

As at 10/31/2004

______________________________________________________________________________

SHAREHOLDERS’ EQUITY
35,413,621 shares issued and outstanding	$8,267,979
Retained Earnings (deficit)	($3,733,425)
Net Stockholders’ Equity	$5,492,142
Contributed Surplus	$957,588
TOTAL CAPITALIZATION	$9,225,567
Stock Options Outstanding (At 1/31/2005):	5,669,538
Warrants Outstanding (At 1/31/2005):	14,409,584
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

Risks Related to our Company:

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

The expenditures to be made by Cascadia 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 Cascadia having to cease operations.

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

Cascadia 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 to the end of the latest completed fiscal year, according to U.S. Gaap, is ($1,651,611). 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. Management has no current plans to enter into any debt obligations and plans to meet all capital requirements through the issuance of the Issuer’s capital stock.

Cascadia currently has 5,669,538 share purchase options outstanding and 14,409,584-share purchase warrants outstanding. If all of the share purchase warrants and share purchase options were exercised, the number of common shares issued and outstanding would increase from 38,726,121 (as of 1/31/2005) to 58,731,243.  This represents an increase of 52% in the number of shares issued and outstanding and would result in significant dilution to current shareholders.

The Risks Associated with Penny Stock Classification Could Affect the Marketability of the Common Stock of Cascadia 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.

Cascadia 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 Cascadia ’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.  Cascadia’s growth will depend, on the efforts of its Senior Management, particularly its President, James Evaskevich; its Vice President of Finance, Mr. John Aihoshi; and, its Vice President of Exploration, Mr. Robert Middleton. Cascadia has no key-man life insurance on the Senior Officers or the Directors.

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

Because the success of Cascadia 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 3,869,538 share purchase options outstanding, which, if exercised, would result in an additional 3,869,538 common shares being issued and outstanding. (For a breakdown of dilution, refer to the risk factor entitled: “Cascadia 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 Cascadia.  The Issuer is a corporation incorporated in the province of British Columbia under the British Columbia 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 pred icated upon the U.S. federal securities 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”, Cascadia 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. This data includes:

1.

Insider trading data disclosed on Canadian regulatory websites is different.

2.

U.S. companies have specified content and filing requirements regarding disclosures to shareholders for the annual meeting and Canadian regulations specify a modestly different content.

3.

Canadian interim financial statements are not necessarily prepared according to U.S. Gaap.

4.

The filing deadlines for foreign private issuers are different than for U.S. issuers.

Risks Related to the Industry

Mineral Prices May Not Support Corporate Profit for Cascadia:

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 of same. If a profitable market does not exist, Cascadia could have to cease operations.

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 Cascadia to Cease Operations:

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, 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 Cascadia to cease operations.

Operating Hazards and Risks Associated with the Mining Industry Could Result in Cascadia 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 for 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.  Cascadia 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 Cascadia to cease operations.

ITEM 4.  INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Introduction

The Issuer’s executive office is located at:

   Suite 1530, 715 – 5^th Avenue S.W.

   Calgary, Alberta, Canada T2P 2X6  

   Telephone: (403) 262-9177

   Facsimile: (403) 262-8284.

   Website: www.cascadiaintl.com

   e-mail: info@cascadiaintl.com

The contact person is: Mr. James Evaskevich, President and Chief Executive Officer

The Issuer’s fiscal year ends July 31^st.

The Issuer’s common shares trade on the TSX Venture Exchange under the symbol: “CJ”.  

The Issuer has an unlimited number of common shares; non-voting shares; and, preferred share without nominal or par value authorized.  At 7/31/2004, the end of the Company’s most recent fiscal year, there were 35,403,621 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

Cascadia International Resources Inc. was incorporated pursuant to the Company Act (British Columbia) on July 18, 1983 under name Craven Resources Inc. Cascadia adopted new articles on November 22, 1983 and on January 20 1994. On January 18, 1995 Cascadia increased its authorized capital from 10,000,000 common shares to 50,000,000. Cascadia changed its name to Craven Ventures Inc. on April 20, 1990 and to Cascadia International Resources Inc. on April 7, 1997. Cascadia consolidated all its capital stock at a ratio of 4:1 on January 29, 2002. At that time, Cascadia increased its authorized capital to an unlimited number of common shares; non-voting shares; and, preferred shares (all without nominal or par value). On March 29, 2004, the Company was continued from British Columbia to Alberta under the Alberta Business Corporations Act.

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 1999	Nil	Nil	Nil
Fiscal 2000	Debt Settlement (1)	516,100	$67,093
Fiscal 2001	Nil
Fiscal 2002	Private Placement (2) Private Placement (3)	2,000,000 1,000,000	$100,000 $100,000
Fiscal 2003	Private Placement (4)	2,000,000	$200,000
	Private Placement (5)	7,500,000	$1,125,000
	Private Placement (6)	6,000,000	$1,800,000
	Exercise of share purchase warrants (7)	1,850,007	$185,000
	Agent’s commission shares (8)	150,000	$45,000
	Payment for mineral property (9)	250,000	$37,500
	Payment pursuant to finders fee agreement associated with Raglan Claims option agreement. (10)	655,833	$98,375
Fiscal 2004	Private Placement (11)	4,000,000	$2,000,000
	Exercise of share purchase warrants (12)	850,000	$85,000
	Exercise of share purchase warrants (13)	50,000	$10,500
	Private Placement (14)	1,000,000	$500,000
	Exercise of share purchase warrants (15)	2,367,500	$691,925
	Agent’s commission shares (16)	160,000	$80,000
	Mineral property payment (17)	129,900	$63,651
	Exercise of share purchase options (18)	50,000	$15,000
	Private Placement (19)	833,334	$500,000
Fiscal 2005 to date	Private Placement (20)	3,262,500	$1,305,000

(1)

These debts were settled at a deemed share price of $0.13 per share.

(2)

The Issuer sold 2,000,000 units at a price of $0.05 per unit. Each unit consisted of one common share and one common share purchase warrant. Each common share purchase warrant entitled the holder to purchase one additional common share for a price of $0.10 until April 19, 2004.

(3)

The Issuer sold 1,000,000 units at a price of $0.10 per unit. Each unit consisted of one common share and one common share purchase warrant. Each common share purchase warrant entitled the holder to purchase one additional common share for a price of $0.10 until April 19, 2004.

(4)

This private placement consisted of the sale of 2,000,000 units at a price of $0.10 per unit. Each unit consisted of one common share and one non-transferable share purchase warrant which entitled the holder to purchase one additional common share of Cascadia at a price of $0.10 until February 12, 2005.

(5)

This private placement consisted of the sale of 7,500,000 units, at a price of $0.15 per unit. 2,000,000 of these units consisted of one common share and one common share purchase warrant. Each of this type of common share purchase warrant entitled the holder to purchase one additional common share at a price of $0.21 until 06/16/2004. 5,500,00 of these units consisted of one common flow-through share and one-half common flow-through share purchase warrant. Two half common flow-through share purchase warrants entitled the holder to purchase one additional flow-through common share at a price of $0.21 until 06/16/2004.

(6)

This private placement consisted of the sale of 6,000,000 units, at a price of $0.30 per unit. 4,000,000 of these units consisted of one common share and one common share purchase warrant. Each of this type of common share purchase warrant entitled the holder to purchase one additional common share at a price of $0.40 until 6/16/2005.  2,000,000 of these units consisted of one common flow-through share and one common flow-through share purchase warrant. Each common flow-through share purchase warrant entitled the holder to purchase one additional flow-through common share at a price of $0.40 until 06/16/2005.

(7)

1,507,000 of these shares were issued pursuant to the private placement described in (4) above and 350,000 were issued pursuant to the private placement described in (5) above.

(8)

These shares were issued pursuant to the private placement described in (6) above.

(9)

These shares were issued to Novawest Resources Inc., an unrelated public company, pursuant to the Option Agreement whereby Cascadia can earn a 50% interest in the Raglan Claims.

(10)

This finders fee was calculated as a percentage of the required exploration commitment and the market value of the common share payment based on the common share closing prices at April 30, 2004 and April 30, 2005. The finder’s fee associated with the year one payment of 655,833 common shares.

(11)

On September 19, 2003, Cascadia announced that it had closed a private placement whereby it sold 4,000,000 units at a price of $0.50 per unit. Each unit consisted of one common flow-through share and one common share purchase warrant. Each share purchase warrant entitled the holder to purchase one additional common share at a price of $0.60 until September 18, 2005.

(12)

These shares were issued pursuant to the private placement described in (4) above.

(13)

These shares were issued pursuant to the private placement described in (5) above.

(14)

On December 23, 2003, Cascadia announced that it had sold 1,000,000 units at a price of $0.50 per unit. Each unit consisted of one common flow-through share and one common flow-through share purchase warrant. Each one common flow-through share purchase warrant entitled the holder to purchase one additional common flow-through share at a price of $0.60 until 12/23/2005.

(15)

These shares were issued pursuant to the private placements described in (5) and (6) above.

(16)

These shares were issued in payment of fees to First Associates, the firm that assisted Cascadia in the sale of 4,000,00 units pursuant to the private placement described in (11) above.

(17)

These shares were issued in partial payment of the Thundermin Property. (Paid to Thundermin Resources Inc., an unrelated company.

(18)

These share purchase options were exercised by Wayne Waters, a former director of Cascadia.

(19)

On June 21, 2004, Cascadia announced that it had completed a private placement of 833,334 units at a price of $0.60 per unit. Each unit consisted of one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase one additional common share at a price of $0.75 until June 21, 2006.

(20)

On January 4, 2005, Cascadia announced that it had completed a private placement of 3,262,500 units. Each unit consisted of on common “flow-Through” share and one-half of one common share purchase warrant. Each whole warrant entitles the owned to purchase one common “flow-through” share at a price of $0.60 until January 4, 2006. The “flow-through” shares and warrants are subject to a four month hold period, expiring on May 1, 2005.

Capital Expenditures

Fiscal Year
Fiscal 2000	Nil
Fiscal 2001	Nil
Fiscal 2002	Nil
Fiscal 2003 (1)	$2,534,662
Fiscal 2004 (2)	$4,702,536

(1)

Cascadia spent $2,534,662 on capital additions during Fiscal 2003. These expenditures are classified as follows:

Classification of Expenditure	Amount of Expenditure
Raglan Option Agreement      Cash      Share Value      Exploration Payments      Raglan Finder’s Fee      Raglan Exploratory costs	$50,000 $37,500 $2,200,000 $98,375 $10,000
Thunder Project	$88,651
McGarry Property	$50,136

(2)

Cascadia spent $4,702,536 on capital additions during Fiscal 2004. These expenditures are classified as follows:

Classification of Expenditure	Amount of Expenditure
Raglan Option Agreement      Cash      Share Value      Exploration Payments      Raglan Exploration Costs	$100,000 $270,000 $3,442,500 $249,803
McGarry Property Expenditures	$4,856
Norton Property Expenditures	$173,864
Linsey Property Expenditures	$461,513

4.B.  BUSINESS OVERVIEW

Historical Corporate Development

Cascadia is involved in exploring properties for mineral content.

During Fiscal 2000, 2001 and 2002 Cascadia searched unsuccessfully for properties to explore for mineral content.

During Fiscal 2001, the Company wrote off its interests in the Fawn Property, the Coal Property (Indonesia) and the Coal Property (China). The Fawn Property was written off because the Company did not fulfill its obligations pursuant to the agreement, which would allow it to earn its interest. The Company did not fulfill its obligations because of a lack of capital. The Company abandoned the Coal Property (Indonesia) because of poor exploration results. The Coal Property (China) was written off because the agreement pursuant to which it could earn its interest in the property called for the Company obtaining regulatory approval in Canada within 180 days of the inception of the agreement and this was not accomplished.

During Fiscal 2002, the shareholders of the Company approved a share consolidation whereby four common shares were consolidated into one common share.

During Fiscal 2002 the Company entered into an agreement with Consolidated PPM Development Corp. and Agrimar Ventures Inc., two unrelated companies, to acquire a 70% interest in 16 mineral claims located in Ontario. This agreement was amended on January 21, 2003.

During Fiscal 2003, Cascadia entered into an option agreement to earn a 50% undivided interest in the Raglan Property located in northern Quebec as described below in Item 4.D Property, Plant and Equipment. On January 8, 2003, shareholders of Cascadia approved a two for one share consolidation.  Cascadia sold common shares in three equity financings during Fiscal 2003 with gross proceeds of $3,310,000. These financings are described above in Item 4.A History and Development of the Company. On June 17, 2003, the current president, James Evaskevich, was appointed taking the place of the former president, Simon Tam, who continued to serve on the Company’s Board of Directors.

Cascadia began exploration work on two of its projects, Raglan and McGarry, toward the end of Fiscal 2003.

On July 18, 2003, Cascadia announced that sampling, geophysical surveying and drill site preparation had begun on the Raglan Property. On July 29, 2003, the Company announced that it had begun the Phase 2 drilling program on the McGarry Township Property. The work on the Raglan Property consisted of the construction of a camp. The exploration work on the Raglan Property consisted of prospecting and sampling, gridding and ground geophysics, a 6600-line kilometer Aero TEM airborne survey and the drilling of an initial thirteen drill holes.

In early Fiscal 2004, specifically September 10, 2003, the Company announced that, along with its exploration partner Novawest Resources, Inc., it had acquired a 100% interest in the Thunder Project. (The Company and Novawest each acquired a 50% interest.)

In October of 2004, Cascadia entered into an option agreement with East West Resources Corporation, a non-arms length public company, the terms of which allow it to earn a 51% interest in 290 claims located 60 miles north of Armstrong, Ontario called the Lindsey Bay Property.

Also in October 2004, Cascadia entered into another option agreement pertaining to two claim groups located in the Norton Lake area of Thunder Bay Ontario. The claim groups consisted of 164 claims and 152 claims. The Company began exploration work here when it announced, on January 12^th, that it had made arrangements for a helicopter borne time domain electro-magnetic survey.

At the end of October 2004, the Company appointed Robert Middleton as Vice President of Exploration.

In January 2004, the Company began an exploration program on its Lindsey Bay Property. This program consisted of drill testing six areas. The work was completed in early April and, at that time, the Company decided to continue the work by drill testing four to five other target areas. At this same time, the Company started an 1100-meter diamond drill program at the Norton Lake Property.

On April 23, 2004, the Company announced that it had fulfilled the majority of the 2004 Raglan obligations to the joint venture program with Novawest Resources Inc. These obligations are s follows:

1.

February 1, 2004 – Paid $1 million

2.

April 15, 2004 – Paid $1.8 million

As of April 23, 2004, the Company had paid Novawest Resources $642,500 to make up make up the difference between 1,715,000 share purchase warrants of Novawest Resources which were exercised (the price of the warrants was $0.50) in the amount of $857,500 and the amount due Novawest of $1.5 million. The amount of the warrant exercise was considered to be directly related to the $2.8 million obligation of Cascadia. In addition, Cascadia issued 500,000 of its common shares to Novawest Resources and made a cash payment of $100,000 to Novawest.

Cascadia also acquired a 35% interest in the True North Project in partnership with Novawest Resources.

On June 18, 2004, Cascadia began another stage of exploration work at the Raglan Property and on August 16^th management announced that the Company had completed 11,488 feet of drilling in 21 drill holes.

About one week later, on August 24, 2004, Cascadia, announced that exploration work consisting of helicopter-airborne electro-magnetic and magnetic survey work.

During Fiscal 2004, Cascadia raised $3,446,076 thru a combination of equity financings, the exercise of share purchase options and the exercise of share purchase warrants as described above in Item 4.A.

On February 4, 2005, Cascadia announced that it acquired, through an option agreement with East West Resources, an option to earn up to a 70% interest in the 274-claim unit property in the Havoc Lake area of Thunder Bay, Ontario. The property is adjacent to its 100%-owned Midway exploration property.

In February 2005, the Company announced that it was deferring its decision to elect to participate in the third year of the Raglan option agreement with Novawest Resources Inc. Cascadia determined that it was not in a position to make its election at that time due to what management considered to be default conditions on the part of Novawest on a number of requirements in the option agreement. Because of the dispute, Novawest commenced arbitration proceedings with Cascadia as provided in the option agreement to resolve the points in dispute.

In March 2005, Cascadia, in order to resolve the dispute with Novawest, made an offer to Novawest to purchase Novawest’s interest in the original Raglan property assemblage, the True North property, and the Thunder property (collectively known as “The Raglan Property”). The purchase price of $4 million would be payable by the issuance of 10 million common shares of Cascadia from treasury at a deemed value of $0.40 per share. A condition of the offer is that the Cascadia shares would be distributed to the shareholders of Novawest on a pro-rata basis as a dividend or as a return of capital. The offer is open to acceptance until April 16, 2005, and is subject to the receipt of all necessary regulatory approvals and completion of due diligence by Cascadia. In late March, Novawest responded in a public release that it believed the fair market value of its interest in the properties is approximately $20,000,000, and the terms of any purchase should include a non-r efundable $1,000,000 cash deposit plus $4,000,000 cash at the time of removal of any “subject to” clauses, with the balance of $15,000,000 to be paid on or before closing of the transaction. Based upon their valuation and other elements of the offer by Cascadia, Novawest has stated that Cascadia’s offer is not acceptable but is open to discussion and negotiation from all parties interested in acquiring its Raglan property interests.

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 $95,429 at the end of the latest fiscal year, July 31, 2004.

Use of Funds for Fiscal 2005/2006

During Fiscal 2005 and Fiscal 2006, respectively, the Issuer estimates that it might expend $250,000 and $250,000 on general/administrative expenses including property evaluation costs prior to acquisition ..  During Fiscal 2005 and Fiscal 2006 respectively, the Issuer estimates that it might expend $3,500,000 and $4,000,000 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 five fiscal years.

At 7/31/2004, all of the Issuer’s assets were located in Canada. At 7/31/2003 and 7/31/2002 all of 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

Cascadia International Resources Inc. was incorporated pursuant to the Company Act (British Columbia) on July 18, 1983 under the name Craven Resources Inc. The Issuer adopted new articles on November 22, 1983 and on January 20 1994. On January 18, 1995 the Issuer increased its authorized capital from 10,000,000 common shares to 50,000,000. The Issuer changed its name to Craven Ventures Inc. on April 20, 1990 and to Cascadia International Resources Inc. on April 7, 1997.

The Issuer has no subsidiaries.             

4.D.  Property, Plant and Equipment

The Issuer’s executive offices are located in rented premises of approximately 12 sq. ft. at Suite 1530, 715 5^th Avenue S.W., Calgary, Alberta CANADA T2P 2X6.  The Issuer began occupying these facilities in August 2003.  Monthly rent is $4,000.

The Issuer’s mineral properties are located in the following areas:

a.

The Raglan Property is located in Quebec, Canada;

b.

The Thunder Project, Raglan is located in Quebec, Canada;

c.

The McGarry Township Property is located in Ontario, Canada;

d.

The Norton Lake Property is located in Thunder Bay, Ontario, Canada

e.

The Attwood & Ficht Lake Property is located in Armstrong, Ontario Canada; and,

f.

The True North Project is located in Quebec, Canada

g.

The Midway and Havoc Properties located in Ontario, Canada

It is important to note that even if Cascadia 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 (a reserve) on the property.

1. The Raglan Property

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

Acquisition of Interest

The Company announced on April 10, 2003 that it had entered into an Option Agreement with Novawest Resources Inc., an unaffiliated public company, which would allow it to earn up to a 50% interest in this property. Under the terms of this agreement, Cascadia can earn its 50% interest by paying Novawest $300,000 in cash and 1,500,000 in common shares of Cascadia stock over a three-year term as follows:

The cash payment schedule is:

i)

$50,000 upon execution of the Agreement;

ii)

$100,000 on or before February 15, 2004; and,

iii)

$150,000 on or before February 15, 2005.

The shares payment schedule is:

i)

250,000 shares upon execution of the Agreement;

ii)

500,000 shares on or before February 15, 2004; and,

iii)

750,000 shares on or before February 15, 2005

In addition to the above, Cascadia arranged a $1,125,000 private placement for Novawest and to contribute exploration payments to assure a total of $12 million is spent on exploration on the property over three years. By arranging this private placement, Cascadia was credited with $1 million towards its exploration commitments. Funds of up to $1.5 million derived from the exercise of the warrants associated with this private placement were credited to Cascadia’s second year’s exploration commitments.

Also, Cascadia and Novawest agreed on exploration commitments of $3.2 million in Year One; $4.3 million in Year Two; and, $4.5 million in Year Three. Cascadia’s interest was scheduled to vest 25% after meeting the first and second year’s combined commitments and a further 25% after meeting the third year’s commitments. (As of the date of this document, Cascadia was fully vested as to the initial 25% interest.)

Under this agreement, Novawest is the operator of the project and a management committee was formed which is made up of five individuals, three from Novawest and two from Cascadia.

Cascadia was provided with the right to accelerate its earn-in, at its discretion, any time within the first two years, as well as an additional acceleration provision whereby it can accelerate its 50% earn-in immediately upon paying Novawest all unpaid cash, stock and exploration commitments. This provision was intended to protect Cascadia’s potential interest should a third party wish to simultaneously buy-out the interests of both parties.

In March 2004, the Company made an offer to Novawest to purchase Novawest’s interest in the Raglan Properties. The offer is for $4 million, payable in 10 million Cascadia shares at a deemed price of $0.40 per share. The offer is open until April 16, 2005. Novawest has not yet responded to the offer.  

Location

The Raglan property is located in the northern Canadian province of Quebec.

Accessibility, Climate, Infrastructure and Physiography

The climate is accessible by ship from the months of June thru October. The other parts of the year it is accessible by air.

The climate is artic. Exploration work can be accomplished from May thru September.

There is no specific infrastructure on the property itself; however, approximately 25 kilometers to the east of the property is the Falconbridge Raglan Mine where power, road accessibility and an airstrip along with a camp for 600 people is available there.

The topography is undulating tundra north of the tree line.

History and Previous Work

The Raglan Belt was discovered in the 1930’s when Murray Watts, a prospector, reported sulphide showings in the Cape Smith-Wakeham Bay area of northern Quebec. The orebodies at Raglan have been explorared intermittently since the Watts discoveries in the 1930’s.

Falconbridge Limited, an unrelated public company, has been mining nickel-copper ore in the Raglan Belt, which hosts a number of nickel-copper-platinum group metals deposits, for a number of years. (The fact that Falconbridge Limited has been mining in the area does not imply that the Raglan Property in which Cascadia has an interest has a proven reserve. Also, the fact that there are a number of nickel-copper-platinum group metals deposits does not imply that Cascadia’s Raglan Property has any proven reserves. This disclosure is given simply to make the reader aware of the mining activities in the area.)

2003 Activities

The 2003 field program consisted of a large scale logistical move and camp construction phase, extensive prospecting and sampling, gridding and ground geophysics, a 6600 meter long electro-magnetic/magnetic survey was flown and thirteen exploratory holes were drilled.

The basis of the 2003 program was to lay a foundation for the planned, 2004 and 2005 programs.

Prospecting crews, dispatched by helicopter on a daily basis, carried out the representative sample collection.

2004 Activities

In April 2004, Cascadia announced that the building of an airstrip had begun. Upon completion of the airstrip, approximately 550,000 pounds of supplies, fuel and exploration equipment were flow in and taken to the exploration camp.

On June 18, 2004, Cascadia and NovaWest announced that the 2004 exploration program had begun.

By July 31, 2004, Cascadia and NovaWest had completed 3,501 meters of drilling in 21 holes. Mineralized sections were discovered with nickel assays up to 2.89%, copper assays up to 3.99% and up to 17.3 grams per ton of gold, platinum and palladium.

Based on these results, Cascadia and NovaWest decided to drill an additional thirty-seven holes to further explore the property.

The Thunder Project, which is a portion of the Raglan Property is without known reserves and the work is exploratory in nature. The Issuer’s interest in this project stemmed from earlier exploration work, as described below, that was done in the area.

Cascadia’s interest in the Thunder Project was acquired on September 10, 2003, when Cascadia announced that it had acquired, along with its partner NovaWest Resources, a 100% interest in the Thunder Project. By the terms of this agreement, Cascadia paid $25,000 in cash and NovaWest Resources also paid $25,000 in cash. In addition, Cascadia issued 129,000 of its common shares as part of the purchase price.

Exploratory work occurred on the Thunder Property from 1993 through 1996  which included surveying and a small exploration drill program, which consisted of seven drill holes. Four of these drill holes showed elevated nickel values. From 1977 through 1999 further surveying was completed resulting in identifying several drill targets.

On April 23, 2004, Cascadia announced that it entered into an agreement to purchase a 35% interest in a project located adjacent to the Raglan Property called the True North Project from Minera Capital, an unrelated company. By the terms of this agreement, Cascadia must spend a minimum of $220,000, before April 23, 2007, on the True North Project.

On August 24, 2004, Cascadia announced that Aeroquest Ltd., an unrelated private company, had been contracted to undertake an airborne electro-magnetic and magnetic survey on the True North Project.

Company geologists and prospectors investigated the 124.5 square kilometer claim block and collected 37 peridotite, pyroxenite, and gabbro surface samples for geochemical analysis. 13 samples of the 37 collected contain >0.1% nickel and/or copper and are sulphide-bearing. Up to 2.79 g/t Pt+Pd were obtained in a sample with 1.2% Ni and 0.96% Cu (sample B373939). The highest values, listed in Table 1, were obtained from frost-heaved or float samples near the southern boundary of the property approximately 3 km north-northwest of the Cross Lake deposits. The occurrence of a relatively large number of loose surface samples in an area coinciding with an aeromagnetic anomaly is an indication that the specimens are of local origin.

2. The McGarry Property

The Company carried the McGarry Property Property on the balance at the end of Fiscal 2004 at a net book value of $54,944.

Since that time, due to poor exploration results, Cascadia has elected to drop the property.

3. The Norton Lake Property

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

Acquisition of Interest

On October 24, 2004, Cascadia announced that it had entered into an option agreement with East West Resource Crop. and Canadian Golden Dragon Resources Ltd. to earn up to a 70% interest in the Norton Lake Property. The agreement is considered to be non-arms length as Robert Middleton, a director of Cascadia, serves as Exploration Manager for East West. By the terms of this agreement, Cascadia must spend $1.5 million in exploratory expenses on the property by November 1, 2010. Cascadia can increase its interest to 60% by completing a feasibility study on the property and can then increase its interest to 70% by financing the property to production. (There is no assurance that this property will ever evolve to the production stage. There is currently no evidence of an economic ore body on the Norton Lake Property.) Cascadia must also pay options payments of totaling $150,000 annually between October 24, 2004 and October 24, 2011.

Location, Accessibility, Climate, Infrastructure and Topography

The Norton Lake Property is located 43 miles northeast of the town of Fort Hope in the Canadian Province of Ontario.

The topography is undulating and tree lined.

In terms of accessibility, the town of Port Hope is 43 miles to the southwest and is accessible by air. There is a winter road to the property from the town of Pickled Crow. The nine miles from the winter road to the property provides access by snow mobile or aircraft. The property is also accessible by floatplane or ski plane.  

History

Electromagnetic conductors have been outlined by previously completed surveys and by a helicopter borne electro-magnetic survey completed in February 2003 by East West Resources. Magnetic surveys and geological mapping completed in September 2003 have also located other pyroxenite host rocks extending eastward from the property. (Pyroxenite host rocks are rocks consisting essentially of minerals of the pyroxene group. These minerals are known as “rock-forming”.)

Previous work completed by East West Resources indicated that the mineralization continues to depth beyond 225 meters and that the east end of the deposit plunges steeply eastward.  

2004 Activities

By the end of April 2004, nine drill holes were completed on the Norton Lake Property. Eight of the drill holes intersected the massive sulphide main zone previously located on the property. The main objective of this exploration drill program was to show that the massive sulphide zone not only continues to depth but also has consistent width and grade. Cascadia believes that this was accomplished by two of the drill holes. In early 2005, the a new drill program was initiated on the project which includes downhole pulse electromagnetic surveying to determine the extent of the sulphide zone along strike and at depth. Assaying is being conducted by ALS Chemex and results are pending.

4. The Midway and Havoc Properties

The Midway and Havoc Properties are without known reserves and the work is exploratory in nature. The Issuer’s interest in this property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

On February 4, 2005, Cascadia announced that it had acquired the Midway Property by staking. On February 21, 2005, the Company announced that it had signed an option agreement with East West Resource Corp. to acquire up to a 70% interest in the adjacent Havoc property. The agreement with East West is considered to be non-arms length as Robert Middleton, a director of Cascadia, currently serves as Exploration Manager of East West. Under the option agreement, Cascadia may earn a 51% interest in the Havoc property by expending $750,000 on exploration within six years and pay East West $25,000 in two equal installments over 24 months. This amount includes a commitment of completing 1,100 meters of drilling, with 300 meters to be completed immediately. A further 9% interest (for a total of 60%) may be earned by Cascadia by completing a feasibility study on the project to the standards of the Toronto Stock Exchange. A further 10% interest (for a 70% total interest) may be earned by the Company by financing the project into production. East West would retain the remaining 30% interest. Cascadia is the operator of the Havoc project.

Location, Accessibility, Climate, Infrastructure and Topography

The Midway Property is a 532 claim unit property located in the Havoc Lake area of Thunder Bay, Ontario. Havoc is a 274 claim unit property that is adjacent to the Midway Property. There is no existing infrastructure on either property which is accessible by four wheel drive vehicles on dirt roads in the summer and snowmobile in the winter. The topography is undulating and tree-lined. The climate is similar to Cascadia’s other properties in the Norton Lake area.

History

No previous work has been done on the property other than an airborne electro-magnetic surveys, which was flown over the entire area by Cascadia. This work traced a number of basement conductors.

Planned Future Work by Cascadia

Cascadia plans to perform exploration work on the property during Fiscal 2005, which will initially consist work utilizing follow-up geophysics. On the Havoc property, the Company is currently preparing a drill program on targets identified through the recent surveys.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the Fiscal Years Ended 7/31/2004, and 7/31/2003 should be read in conjunction with the financial statements of the Issuer and the notes thereto.

Overview

During Fiscal 2004, ended July 31^st, the Issuer raised $4,479,570 through the sale of shares.

The Issuer continued to work on its mineral properties in Canada as described earlier in this document in 4.D. Property, Plant and Equipment.

Results of Operations

Six Months Ended 1/31/2005 vs. Six Months Ended 1/31/2004

The loss for the six months ended January 31, 2005 was $399.713 compared to the $256,486 loss for the same period in fiscal 2004. The larger loss was due to higher levels of exploration on the Company’s properties which resulted in higher General Corporate Expenses of $42,443 compared to $28,607 and Professional Fees of $242,162 compared to $142,208. The Company also recorded Non-cash Stock-Based Compensation Expense of $70,954 in the current period related to the grant of stock options.

Field operations in the Raglan were complete by September 22, 2004, with 53 holes successfully drilled (approximately 9,000 meters) compared to the thirteen holes completed during the 2003 season. An airborne survey was completed on the recently acquired True North property and as a result ten new exploration targets were identified. Exploration expenditures during the fiscal period ended January 31, 2005 increased 134% to $560,664 compared to $239,670 for the comparable period in fiscal 2004. The majority of this period’s expenditures were directed toward the Raglan summer exploration program in Quebec, with the balance spent on pre-drilling activity on the Norton lands in Northern Ontario.

Fiscal 2004 Ended 7/31/2004 vs. Fiscal 2003 Ended 7/31/2003

During Fiscal 2004, the company raised net proceeds of $4.5 million from three financings and from the conversion of outstanding warrants and options to common shares.

Exploration expenditures in 2004 increased 186% to $4.7 million compared to $2.5 million in 2003. All conditions for year two of the Raglan Option Agreement were fulfilled and Cascadia earned a 25% undivided interest in the original NovaWest Raglan Assemblage. In February 2004 Cascadia acquired a 35% interest in the 30,774-acre True North Project on the north Raglan trend in partnership with NovaWest (35% interest). This acquisition of the True North property from Minera Capital is on condition of spending a minimum of $440,000 over 3 years split 50/50 between Cascadia and NovaWest Resources Inc.

At Norton Lake, the winter drilling program was completed and the results were positive so management decided to continue this work during 2005.

The loss from operations in 2004 was $616,056 compared to the loss of $209,607 in 2003. The increased costs pertained to financings, investor awareness and additional exploration consulting expertise. After including non-cash items such as the stock-based compensation expense and future income tax recovery, this year’s net loss was $1.2 million compared to a net loss of $0.2 million last year.

Selected Annual Information (- $ Canadian -)

For the Years ended July 31	2004	2003	2002
Net loss from continuing    operations	(1,196,574)	(209,607)	(81,023)
Net loss per share – average	(0.04)	(0.03)	(0.01)
Number of Common Shares    outstanding, end of period	35,403,621	21,045,387	2,639,547
Total assets	7,703,379	3,242,430	29,233

Administrative expenses increased in 2004 to $632,243 compared to $209,607 in 2003. These higher costs are a direct reflection of the Company’s increased activity in exploration drilling operations and financing. Professional fees increased with the addition of a Vice President of Exploration and two new members to the Company’s Advisory Board.

Capital expenditures are summarized in the table below.

	July 2002	July 2003	July 2004
Raglan	-	2,395,875	6,458,178
Thundermin acquisition	-	88,651	88,651
McGarry	-	50,136	54,992
Norton Lake	-		173,864
Linsey Bay	-		461,513
Total Resource Assets	-	2,534,662	7,237,198

Fiscal 2003 Ended 7/31/2003 vs. Fiscal 2002 Ended 7/31/2002

The current management team joined the Company in 2003 and accomplished the following during Fiscal 2003:

1.

Reduced the number of outstanding share by a ratio of two old shares for one new share. The number of shares outstanding at the end of Fiscal 2003 was 2,639,547.

2.

Entered into an option agreement with Novawest Resources Inc. (as described earlier) to earn a 50% undivided interest in the Raglan Property.

3.

Completed three equity financings (as described earlier) to increase the Company’s capital in the amount of $3,310,000.

The most significant financial change as at July 31, 2003 compared to July 31, 2002 was the $2.5 million increase in mineral assets, the offsetting $2.5 million increase in share capital and the $680,000 increase in cash. General and administrative costs increased by 67% to $215,000 compared to $81,000 the year before. This is directly attributable to the increase in corporate activity that resulted in working capital at fiscal year end (July 31, 2003) of $572,000 compared to $14,000 at the end of fiscal 2002. Also, capital expenditures were $2.5 million in Fiscal 2003 as compared to nil in Fiscal 2002. (Described in Item 4.B History and Development of the Company, Capital Expenditures.)

Fiscal 2002 Ended 7/31/2002 vs. Fiscal 2001 Ended 7/31/2001

Cascadia was relatively inactive during Fiscal 2002. On May 9, 2002, management announced that the company had entered into an agreement whereby it had obtained the right to purchase a 70% interest in the McGarry Township Property. This agreement was subsequently modified in January 2003. Management also announced on June 5, 2002 that a private financing had closed raising Cascadia (net) $174,188. These funds were received in early Fiscal 2003 as described earlier in Item 4.A. History and Development of the Company – Financings.

The Company was relatively inactive during Fiscal 2002 and, consequently, expenses were only $81,023 as compared to $65,138 during Fiscal 2001, during which time the company was also inactive.

Liquidity and Capital Resources

Fiscal 2004 Ended 7/31/2004

As at July 31, 2004, Cascadia had working capital of $95,429 as compared to working capital of $571,925 at July 31, 2003. The decrease in working capital was due to a significant increase in the amount of capital spent on the purchase of mineral properties and the increased level of expenditures on the Company’s mineral properties as described earlier in this document in Item 4.D. Property Plant and Equipment.   

During Fiscal 2004, Cascadia issued 8,477,500 common shares for proceeds of $4,479,570 as described earlier in Item 4.A. History and Development of the Company – Financings.

Cash used for Operating Activities during Fiscal 2004 was ($308,518) including the net loss for the fiscal year of ($1,196,574). The primary adjustments for the fiscal year were stock based compensation in the amount of $646,012; depreciation in the amount of $8,841; and, a “future income tax recovery in the amount of ($65,494). The primary amount, “stock based compensation” resulted from the Company accounting for the issuance of stock options at the fair market value of the stock at the time of the granting of the options. The “future income tax recovery” is explained in Note 6 to the Audited Financial Statements for the fiscal year ended July 31, 2004.  Significant changes in non-cash balances relating to operations were a decrease in accounts receivable in the amount of $9,768; an increase in marketable securities in the amount of $300,000; and, an increase in accounts payable and accruals in the amount of $8,465. The increase in marketabl e securities was due to the transfer of funds from the short term investment held by the bank to cash.

Cash Used for Investing Activities during Fiscal 2004 totaled ($4,173,535) which consisted of expenditures on Cascadia’s mineral properties in the amount of ($4,113,566) and the purchase of property and equipment in the amount of $59,969.

Expenditures on mineral properties are disclosed earlier in this document in Item 4.A. History and Development of the Company – Capital Expenditures.

Cash Provided by Financing Activities during Fiscal 2004 was $4,479,570,000 and consisted of the cash received for the issuance of common shares as described earlier in this document in Item 4.A. History and Development of the Company – Financings.

Fiscal 2003 Ended 7/31/2003

As at July 31, 2003, Cascadia had working capital of $571,925. Of this amount, cash represented $396,691 and $300,000 was represented by marketable securities. These securities consisted of a short term bank deposit.

During this fiscal year the Issuer sold 17,350,007 common shares and issued a further 1,055,833 common shares, as described in Item 4.A. History and Development of the Company – Financings, in payment of agent’s commissions, the Raglan option agreement and a finder’s fee pertaining to the Raglan option agreement.

Cash Used for Operating Activities during Fiscal 2003 was ($177,450) including the net loss for the fiscal year of ($209,607). The only relevant adjustment for the fiscal year was: an increase in accounts payable and accruals in the amount of $31,529. This increase resulted from normal changes in working capital.

Investing activities totaled $2,610,136 and are disclosed in Item 4.A. History and Development of the Company – Capital Expenditures.

US GAAP Reconciliation

a) Interest in Exploration Properties and Deferred Exploration Costs

In March 2002, the Emerging Issues Committee of the CICA issued EIC 126 - “Accounting by Mining Enterprises for Exploration Costs” which affects mining companies with respect to the deferral of exploration costs. EIC 126 refers to CICA Handbook Section 3061 “Property, Plant and Equipment”, paragraph .21 which states that for a mining property, the cost of the asset includes exploration costs if the enterprise considers that such costs have the characteristics of property, plant and equipment. EIC 126 then states that a mining enterprise that has not established mineral reserves objectively, and therefore does not have a basis for preparing a projection of the estimated cash flow from the property is not precluded from considering the exploration costs to have the characteristics of property, plant and equipment. EIC 126 also sets forth the Committee’s consensus that a mining enterprise in the exploration stage is not required to consider the conditions regarding impairment in determining whether exploration costs may be initially capitalized. With respect to impairment of capitalized exploration costs, if an enterprise has not established mineral reserves objectively, and therefore does not have a basis for preparing a projection of the estimated cash flow from the property it is not obliged to conclude that capitalized costs have been impaired. However, such an enterprise should consider the conditions set forth in CICA Handbook Section 3061 in determining whether subsequent write-down of capitalized exploration costs related to mining properties is required.  The Company considers that exploration costs have the characteristics of property, plant and equipment and, accordingly, defers such costs. Furthermore, pursuant to EIC 126, deferred exploration costs would not automatically be subject to regular assessment of recoverability, unless certain conditions exist.  

Under U.S. GAAP, exploration costs are not considered to have the characteristics of property, plant and equipment and accordingly are expensed prior to the Company determining that proven or provable mineral reserves exist, after which time all such costs are capitalized.

b) Stock-based Compensation

The Company accounts for its stock based compensation under US GAAP in accordance with APB25 (intrinsic value method) for employees and FAS No. 123 (fair value method) for non-employees. Under Canadian GAAP, stock options granted to employees and non-employees prior to January 1, 2002 are accounted for as capital transactions when the options are exercised. Subsequent to January 1, 2002, under Canadian GAAP, 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.  As disclosed in Note 2, effective August 1, 2003, the Company adopted the fair value method of accounting for all options granted after that date.  If the Company had accounted for its stock-based compensation plan for employees under FAS No. 123, the pro forma impact on the July 1, 2003 would have been to increase the net loss by $520,000 ($0.08 per share).

c) Statements of Cash Flows

Under U.S. Gaap, cash expended for exploration costs are classified as operating expenses rather than investing.

d) Investment in Jointly Controlled Entities

Canadian GAAP provides for investments in jointly controlled entities to be accounted for using proportionate consolidation. Under U.S. GAAP, investments in incorporated joint ventures are to be accounted for using the equity method. Under an accommodation of the United States Securities and Exchange Commission, the accounting for joint ventures need not be reconciled from Canadian to U.S. GAAP. The different accounting treatment affects only the display and classification of financial statement items and not net income or shareholder’s equity.

e) Comprehensive Income

Effective for fiscal years beginning after December 15, 1997, Statement of Financial Accounting Standards No. 130 “Reporting Comprehensive Income” (“FAS 130”), is applicable for U.S. GAAP purposes. FAS 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. FAS 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement.  The Company believes there is no difference between net loss and Comprehensive net loss for the years reported.

f) Flow-through Shares

Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees

to incur Canadian Exploration Expenditures (as defined in the Canadian Income Tax Act) and renounce the related income tax deductions to the investors. Under Canadian GAAP, the full amount of funds received from flow-through share issuances are recorded as share capital. Under U.S. GAAP, the premium paid for the flow-through shares in excess of market value is credited to liabilities and included in income when the related tax benefits are renounced by the Company.

Furthermore, under U.S. GAAP, and notwithstanding that there is not a specific requirement to segregate the funds pursuant to the flow-through share agreements, the flow-through funds which are unexpended at the balance sheet date are separately classified as restricted cash. As at July 31, 2004, unexpended flow-through funds totaled $ 394,208 (July 31, 2003 - $ 696,691).

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

10/01/2004

______________________________________________________________________________

______________________________________________________________________________

Name	Position	Age	Date of First Election Or Appointment
James G. Evaskevich (1)	President, CEO, Director	50	June 17, 2003
Robert Middleton (1)	Director and Vice President	58	October 31, 2003
Gordon A. Bowerman (1)	Director	63	June 27, 2003
Douglas Stuve (1)	Director	37	January 26, 2004
John F.K. Aihoshi	Corporate Secretary, Vice President and CFO	52	July 7, 2003
Glenn Mullen	Director	46	December 22, 2004

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

(1)

Member of Audit Committee.

______________________________________________________________________________

James G. Evaskevich (President, CEO and Director): Mr. Evaskevich has been the President, CEO and a Director of Cascadia since June 17, 2003. He is also the President of Yangarra Resources, Inc., a public company, which trades on the TSX Venture Exchange. (Yangarra is involved in the oil and gas business exclusively.) From October 2000 until July 2003, he was the Vice President of Operations for Glacier Ridge Resources Ltd. Glacier Ridge Resources Ltd. Is a private oil and gas exploration company. Mr. Evaskevich attended the University of Calgary for three years where he studied political science.

Robert Middleton (Vice President and Director): Mr. Middle has been the Vice President of Exploration and a Director of Cascadia since October 31, 2003. He is a graduate of Michigan Technological University where he received a Bachelor of Science Degree in Applied Geophysics and a Master of Science Degree, also in Applied Geophysics. He holds the following professional designations Professional Engineer and “Fellow” awarded him by the Geological Association of Canada. He is a member of the U.S. Society of Economic Geologists; the Geological Association of Canada; the Canadian Institute of Mining and Metallurgy; the Prospector and Developers Association; and, the Ontario Prospectors Association. Since 1992 he has held the position of Exploration Manager for East-West Resources Corporation. East-West Resources Corporation is an public company that trades on the TSX Venture Exchange under the symbol “EWR”.

Gordon A. Bowerman (Director): Mr. Bowerman has been a Director of Cascadia since June 27, 2003. He has been the President of Cove Resources Ltd., an unrelated private exploration company, since August 1987.

Douglas Stuve (Director): Mr. Stuve is a partner with the law firm Burstall Winger LLP of Calgary, Alberta.  Prior to joining Burstall Winger LLP in 1993, Mr. Stuve articled in Toronto with Davies Ward & Beck.  Mr. Stuve’s principal area of practice is corporate finance and securities law, as well as general corporate commercial law.  He is a member of the Securities Law and Business Law Subsections of the Canadian Bar Association (Alberta Branch).  Mr. Stuve holds a Bachelor of Arts degree (with distinction) from the University of Alberta and a Bachelor of Laws degree (LL.B) from Queen’s University, Kingston, Ontario.

John F.K. Aioshi Vice President; Chief Financial Officer and Corporate Secretary): Mr. Aioshi has been the Vice President/Corporate Secretary/Chief Financial Officer of Cascadia since July 7, 2003. He was the Controller of Glacier Ridge Resources Ltd., a private oil and gas exploration company, from October 2001 until July 2003. Prior to that he was an independent management consultant. Mr. Aioshi received his CMA designation (Certified Management Account) from a Canadian institution called “Certified Management Accountants of Canada”) in July 1984. On January 31, 1974 he graduated from the Canadian Forces Officer Candidate School as a Lieutenant. He received his Business Diploma from the Southern Alberta Institute of Technology on June 15, 1974.

Glenn Mullen (Director): Mr. Mullen has been a Director of Cascadia since December 22, 2004. He is currently the Chairman of the Board of Canadian Royalties Limited, an unrelated Canadian public company that trades on the TSX Venture Exchange under the symbol “CZZ”. He has served in that position since June 11, 2003 and has been a Director since July 6, 1998. He is the President, CEO and a Director of Golden Valley Mines Ltd., an unrelated Canadian public company that trades on the TSX Venture Exchange under the symbol “GZZ”.

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 7/31/2004 was $160,375, paid to James Evaskevich, the President of the Issuer and John Aioshi, Vice President of the Issuer.

Summary Compensation Table

Name and Principal  Position	Year	Salary	Bonus	Other Annual Compensation	Securities Under Options/SARs Granted	Restricted Shares or Restricted Share Units	LTIP Payouts	All Other Comp.
James G. Evaskevich,	2004	Nil	$100 ,000	Nil	468,500
President/CEO/Director	2003	Nil	Nil	Nil	1,034,769	Nil	Nil	Nil
Simon Tam,	2003	Nil	Nil	$33,000 (1)	1 00,000	Nil	Nil	Nil
Former President	2002	Nil	Nil	$15,000 (1)	Nil	Nil	Nil	Nil
Robert Middleton, Director	2004	Nil			310,000
Gordon A. Bowerman,	2004				80,000
Director	2003	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Douglas Stuve	2004				56,000
John F.K. Aihoshi,	2004	$60,375			228,500
Vice-President, CFO	2003	Nil	Nil	Nil	Nil	Nil	Nil	Nil
and Director

(1)

Mr. Tam’s management company received a fee of $2,500 per month for management services and $500 per month rent for office space for the period March 1, 2002 – June 30, 2003.

Table No. 7

Stock Option Grants in Fiscal 2004 Ended 7/31/2004

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
James B.	110,000	21.7%	$0.50	9/29/03	9/29/08	$50,600
Evaskevich	78,500	20.8%	$0.50	2/02/04	2/02/09	$42,390
	280,000	40.6%	$0.59	6/30/04	6/30/09	$151,200
Robert	200,000	39.5%	$0.50	9/29/03	9/29/08	$92,000
Middleton	50,000	13.3%	$0.50	2/02/04	2/02/09	$27,000
	60,000	8.7%	$0.59	6/30/04	6/30/09	$32,400
Gordon A.	50,000	9.9%	$0.50	9/29/03	9/29/08	$23,000
Bowerman	30,000	4.3%	$0.59	6/30/04	6/30/09	$16,200
Douglas	16,000	3.2%	$0.50	9/29/03	9/29/08	$7,360
Stuve	20,000	5.4%	$0.50	2/02/04	2/02/09	$10,800
	20,000	2.9%	$0.59	6/30/04	6/30/09	$10,800
John F.K.	50,000	9.9%	$0.50	9/29/03	9/29/08	$23,000
Aihoshi	78,500	20.8%	$0.50	2/02/04	2/02/09	$42,390
	100,000	14.5%	$0.59	6/30/04	6/30/09	$54,000
Patria	50,000	9.9%	$0.50	9/29/03	9/29/08	$23,000
Olynyk	50,000	13.3%	$0.50	2/02/04	2/02/09	$27,000
	100,000	14.5%	$0.59	6/30/04	6/30/09	$54,000
Don Poruchny	30,000	5.9%	$0.50	9/29/03	9/29/08	$13,800
Lionel Kilburn	50,000	13.3%	$0.50	2/02/04	2/02/09	$27,000
A.J. Naldrett	50,000	13.3%	$0.50	2/02/04	2/02/09	$27,000
Bob Stewart	100,000	14.5%	$0.59	6/30/04	6/30/09	$54,000

______________________________________________________________________________

______________________________________________________________________________

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 2004

Fiscal Yearend Unexercised Stock Options

Fiscal Year-end 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

Members of senior management or directors exercised no options during Fiscal 2004.

_____________________________________  _________________________________________

___________________________________  ___________________________________________

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.  3,462,538 stock options have been granted and 180,000 were exercised during Fiscal 2004 and none during Fiscal 2005 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 2004 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: James G. Evaskevich, Robert Middleton, Gordon A. Bowerman and Douglas Stuve. The Audit Committee met once during Fiscal 2004.

6.D.  Employees

As of 12/01/2004, the Issuer had no employees only independent contractors, excluding the Senior Management.

6.E.  Share Ownership

Table No. 7 lists, as of 12/01/2004, 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	James G. Evaskevich (1)	4,625,272	11.1%
Common	Robert Middleton (2)	310,000	0.01%
Common	Gordon A. Bowerman (3)	3,739,500	9.2%
Common	Douglas Stuve (4)	199,000	0.01%
Common	John F.K. Aihoshi (5)	468,500	0.01%
	Total Directors/Management 5% Holders	9,342,272	20.33%

(1)

Of these shares 1,503,269 are represented by currently exercisable share purchase options; 1,165,000 are owned by Mr. Evaskevich’s wife, Shirley Evaskevich; 200,000 are represented by share purchase warrants; and, 215,000 are represented by share purchase warrants owned by Mr. Evaskevich’s wife, Shirley Evaskevich.

(2)

Of these shares 310,000 are represented by currently exercisable share purchase options.

(3)

Of these shares 430,000; are represented by currently exercisable share purchase options; 270,000 are owned by Mr. Bowerman’s wife, Brenda; 752,000 are held in the name of Cove Resources (a private company owned by Mr. Bowerman); 50,000 are represented by share purchase warrants; 20,000 are represented by share purchase warrants owned by Mr. Bowerman’s wife, Brenda; and, 300,000 are represented by share purchase warrants owned by Cove Resources (a private company owned by Mr. Bowerman.

(4)

Of these shares 106,000 are represented by currently exercisable share purchase options; and, 10,000 are represented by share purchase warrants.

(5)

Of these shares 328,500 are represented by currently exercisable share purchase options; and, 20,000 are owned by Mr. Aihoshi’s wife, Joanne Aihoshi.

# Based on 38,726,121 shares outstanding as of 1/31/2005  

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 February 9, 2005. (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) promote a proprietary interest in the Issuer among the officers, directors and employees of the Issuer and its affiliates, (b) retain and attract the qualified officers, directors and employees the Issuer requires, (c) provide a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Issuer.

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:

(i)

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;

(ii)

options may be exercisable for a maximum of five years from grant   

date;

(iii)

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;

(iv)

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;

(v)

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;

(vi)

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;

(vii)

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;

(viii)

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

(ix)

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 2/1/2005, 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:
James Evaskevich, Officer/Dir.	1,034,769	$0.30	6/27/03	6/27/08
	110,000	$0.50	9/29/03	9/29/08
	78,500	$0.50	2/2/04	2/2/09
	280,000	$0.59	6/30/04	6/30/09
Gordon Bowerman, Dir.	350,000	$0.30	6/27/03	6/27/08
	50,000	$0.50	9/29/03	9/29/08
	30,000	$0.59	6/30/04	6/30/09
John Aihoshi, Officer	100,000	$0.30	6/27/03	6/27/08
	50,000	$0.50	9/29/03	9/29/08
	78,500	$0.50	2/2/04	2/2/09
	100,000	$0.59	6/30/04	6/30/09
Doug Stuve, Dir.	50,000	$0.30	6/27/03	6/27/08
	16,000	$0.50	9/29/03	9/29/08
	20,000	$0.50	2/2/04	2/2/09
	20,000	$0.59	6/30/04	6/30/09
Robert Middleton, Officer/Dir.	200,000	$0.50	9/29/03	9/29/08
	50,000	$0.50	2/2/04	2/2/09
	60,000	$0.59	6/30/04	6/30/09
Glenn Mullan, Dir.	200,000	$0.40	1/4/05	1/4/10
Consultants:
Don Poruchny, Consultant	30,000	$0.50	9/29/03	9/29/08
Patria Olynyk, Consultant	354,769	$0.30	6/27/03	6/27/08
	50,000	$0.50	9/29/03	9/29/08
	50,000	$0.50	2/2/04	2/2/09
	100,000	$0.59	6/30/04	6/30/09
Lionel Kilburn, Consultant	50,000	$0.50	2/2/04	2/2/09
A.J. Naldrett, Consultant	50,000	$0.50	2/2/04	2/2/09
Bob Stewart, Consultant	100,000	$0.59	6/30/04	6/30/09
JeanDan Mgmnt., Consultant	75,000	$0.29	10/25/05	10/25/10
Barry Kaplan Assoc., Consult.	75,000	$0.40	10/25/05	10/25/10
Tucker Barrie, Consultant	20,000	$0.40	10/25/05	10/25/10
Justin Johnson, Consultant	8,500	$0.40	10/25/05	10/25/10
Jeff Heggie	8,500	$0.40	10/25/05	10/25/10
Total Officers/Directors	2,877,769
Total Consultants	971,769
Total	3,849,538

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 2/3/2005, the Issuer’s shareholders’ list showed 38,726,121 common shares outstanding and 102 registered shareholders. Of these shareholders, there are: 96 resident in Canada, holding 38,707,121 common shares and 6 resident in the USA, holding 19,000 common shares.

The Issuer has researched the indirect holding by depository institutions and other financial institutions; based on this research and other research into the indirect holdings of other institutions, the Issuer believes that it has approximately 500 beneficial owners of its common shares.

7.A.3.  Control of the Company  The Issuer is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, 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 year, the Company paid Yangarra Resources Inc. (“Yangarra”) $144,628 (2003 - $6,000) for rent, office services and for its share of leasehold improvements and office equipment.  At year-end, included in accounts receivable and accounts payable and accruals are $3,348 (2003 - $nil) and $75,273 (2003 - $nil), respectively, relating to transactions with Yangarra.  Yangarra is a public oil and gas company based in Calgary, Alberta.  James G. Evaskevich, the President and a director of the Company is also the President, Chief Executive Officer and a director of Yangarra Resources Inc.

During the year, the Company had transactions related to administration and consulting of $61,070 (2003 - $25,000) with companies controlled by certain of the Company’s officers and directors.  Of this amount, $4,135 (2003 - $nil) was in accounts payable and accruals at  fiscal year-end. The officers and directors of the Company are James Evaskevich and John Aioshi.

An aggregate of $2,268 (2003 - $nil) in accounts payable at fiscal year end was paid to Burstall Winger LLP for legal fees and disbursements.  A director of the Company, Douglas M. Stuve, is a partner of Burstall Winger LLP.  Legal fees to Burstall Winger were $52,247 (2003 - $nil).

The transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Accounting Fees

The Issuer paid accounting fees of $16,146 to Meyers Norris Penny, LLP during Fiscal 2003.

Indirect Payments to James G. Evaskevich, President and John Aioshi, Chief Financial Officer

See Item 7.B Related Party Transactions                                             

Shareholder Loans

---No Disclosure Required---

Amounts Owing to Senior Management/Directors

There are currently no amounts owing to senior management or directors of Cascadia.

7.C.  Interests of Experts and Counsel   

As disclosed in this document, Douglas M. Stuve, a Director of Cascadia International Resources is a partner of Burstall Winger LLP, the legal counsel of Cascadia.

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 De Visser Gray, Independent Chartered Accountants, are included herein immediately preceding the financial statements.

Audited Financial Statements:

  Fiscal 2004/2003 Ended 7/31/2004

  Fiscal 2002/2001 Ended 7/31/2002

Unaudited Financial Statements

   Unaudited Financial Statements for the Fiscal Quarter Ended 10/31/2004

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 TSX Venture Exchange in Toronto, Ontario, Canada, under the symbol "CJ".  The Issuer applied for listing on the TSX Venture Exchange on began trading on the Vancouver Stock Exchange on April 10, 1985, under the name “Craven Resources.”

Table No. 13 lists the high and low sales prices on the TSX Venture Exchange for the last six months, last three fiscal quarters, and last fiscal year.

______________________________________________________________________________

______________________________________________________________________________

Table No. 13

TSX Venture Exchange (formerly the Canadian Venture Exchange)

And Toronto Stock Exchange (TSE)

Common Shares Trading Activity

- Sales -

 Canadian Dollars

Period	High	Low
Month Ended 01/31/05	$0.435		$0.28
Month Ended 12/31/04	$0.345		$0.26
Month Ended 11/30/04	$0.35		$0.285
Month Ended 10/31/04	$0.44		$0.28
Month Ended 09/30/04	$0.44		$0.29
Month Ended 08/31/04	$0.50		$0.35
Fiscal Year Ended 07/31/2004	$0.77		$0.20
Fiscal Quarter Ended 01/31/05	$0.435		$0.28
Fiscal Quarter Ended 10/31/04	$0.50		$0.35
Fiscal Quarter Ended 07/31/04	$0.66		$0.46
Fiscal Quarter Ended 04/30/04	$0.77		$0.50
Fiscal Quarter Ended 01.31.04	$0.60		$0.285
Fiscal Quarter Ended 10/31/03	$0.55		$0.20

______________________________________________________________________________

______________________________________________________________________________

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 100 million common shares authorized. As of January 31, 2005 a total of 38,726,121 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 constating documents.

CIBC MILLON TRUST COMPANY located in Calgary, Alberta CANADA 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 therefor.

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

Table No. 14 lists, as of 1/31/2005, share purchase warrants outstanding, the date the share purchase warrants were issued, the exercise price, and the expiration date of the share purchase warrants.  As of 1/31/2005, the Issuer was aware of 373 holders of its 14,409,584-share purchase warrants, all of whom all were resident in Canada.

Table No. 14

Share Purchase Warrants Outstanding

______________________________________________________________________________

Effective Date of Issuance	Number of Share Purchase Warrants Originally Issued	Number of Share Purchase Warrants Still Outstanding	Year #1	Year #2	Expiration Date of Share Purchase Warrants
01/16/2004	7,350,000 (1)	6,095,000	$0.40	N/A	6/16/2005
09/18/2003	4,000,000	4,000,000	$0.60	$0.60	9/18/2005
12/23/2003	1,760,000	1,760,000 (2)	$0.60	$0.50	12/23/2005
06/21/2004	833,334	833,334	$0.75	$0.75	6/21/2006
12/31/2004	1,635,250	1,635,250	$0.60	N/A	1/24/2006

(1)

The number of share purchase warrants originally issued includes agent’s warrants in the amount of 1,350,000.

(2)

The number of share purchase warrants originally issued includes agent’s warrants in the amount of 760,000.

______________________________________________________________________________

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 TSX Venture Exchange in Toronto, Ontario.

Refer to ITEM #9.A.4.

ITEM 10.  ADDITIONAL INFORMATION

10.A.  Share Capital

10.A.1.  Authorized/Issued Capital.  As of 7/31/2004, 7/31/2003, and 7/31/2002, there was an unlimited number of common shares without par value authorized; an unlimited number of non-voting common shares without par value; and, an unlimited number of preferred shares with par value authorized.  At 7/31/2004, there were 35,403,621 common shares issued and outstanding; no non-voting common shares outstanding; and, no preferred shares outstanding..  At 7/31/2003, there were 21,045,387 common shares outstanding; no non-voting common shares outstanding; and, no preferred shares outstanding. At 7/31/2002, there were 5,279,094 common shares outstanding; no non-voting common shares outstanding; and, no preferred shares outstanding.

During the last five years, less than 10% of the capital has been “paid for” with assets other than cash. During Fiscal 2000, 516,000 common shares were issued in payment of debt. During Fiscal 2003, 9905,833 common shares were issued in conjunction with property acquisitions and 150,000 common shares were issued as an “agent’s commission” in conjunction with a private placement financing. During Fiscal 2004, 129,900 common shares were issued in conjunction with property acquisitions and 160,000 common shares were issued as an “agent’s commission” in conjunction with a private placement financing.

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 1999	Nil	Nil	Nil
Fiscal 2000	Debt Settlement	516,100	$67,093
Fiscal 2001	Nil
Fiscal 2002	Private Placement Private Placement	2,000,000 1,000,000	$100,000 $100,000
Fiscal 2003	Private Placement	2,000,000	$200,000
	Private Placement	7,500,000	$1,125,000
	Private Placement	6,000,000	$1,800,000
	Exercise of share purchase warrants	1,850,007	$185,000
	Agent’s commission shares	150,000	$45,000
	Payment for mineral property	250,000	$37,500
	Payment pursuant to finders fee agreement associated with Raglan Claims option agreement	655,833	$98,375
Fiscal 2004	Private Placement	4,000,000	$2,000,000
	Exercise of share purchase warrants	850,000	$85,000
	Exercise of share purchase warrants	50,000	$10,500
	Private Placement	1,000,000	$500,000
	Exercise of share purchase warrants	2,367,500	$691,925
	Agent’s commission shares	160,000	$80,000
	Mineral property payment	129,900	$63,651
	Exercise of share purchase options	50,000	$15,000
	Private Placement	833,334	$500,000
Fiscal 2005 to date	Private Placement	3,262,500	$1,305,000

______________________________________________________________________________

______________________________________________________________________________

10.A.7.  Resolutions/Authorizations/Approvals

--- No Disclosure Necessary ---

10.B.  Memorandum and Articles of Association

Cascadia International Resources Inc. was originally incorporated pursuant to the Company Act (British Columbia) on July 18, 1983 under name Craven Resources Inc. New articles on November 22, 1983 and on January 20 1994, and on January 18, 1995 the authorized capital was increased from 10,000,000 common shares to 50,000,000. Cascadia changed its name to Craven Ventures Inc. on April 20, 1990 and to Cascadia International Resources Inc. on April 7, 1997. On March 29, 2004, the Company was continued from British Columbia to Alberta under the Alberta Business Corporations Act.

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

At least half of the Company’s Directors must be resident Canadians. A Director must be of at least 18 years of age, is not bankrupt, and is not defined to be a person of unsound mind. There are no age limit requirements pertaining to the retirement or non-retirement of directors. A Director does not need to be a shareholder of the Company.

The Directors may, between annual general meetings, appoint one or more additional Directors of the Corporation to serve until the next annual general meeting, but the number of additional Directors shall not at any time exceed 1/3 of the number of Directors who held office at the expiration of the last annual general meeting.  

Under Section 4.19 of the Company’s bylaws a director must declare its interest in any existing or proposed contract or transaction with the Company and is not allowed to vote on any transaction or contract with the Company in which has a disclosable interest. A director shall not be accountable to the Corporation or to its shareholder for any profit or gain realized from such a contract or transaction.

Section 2 of the Company’s bylaws address the administration of the Company and the duties of the directors. Directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders, or as governed by the Act.

Section 3 details the borrowing powers of the Directors. They may, on behalf of the Company:

-

Borrow money upon the credit the Corporation in such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise;

-

Issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured for such sums and at such prices as may be deemed expedient;

-

Give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person;

-

Mortgage, charge, hypothecate, pledge, or otherwise create a security interest in all or any present and future property of the Corporation.

-

Delegate to a committee of the board, a director or an officer of the Corporation all or any of the powers conferred aforesaid or by the Act to such extent and in such manner as the directors may determine.

Section 7 provides for the Protection of Directors and Officers, including Limitation of Liability. Subject to limitations contained in the Act, no Director 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 other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from bankruptcy, insolvency or tortuous acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the du ties of his office or in relation thereto, unless the same are occasioned by his own willful neglect or default; providing nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breech thereof. Directors may rely upon the accuracy of any statement or report prepared by the Corporation’s auditors, internal accountants or other responsible officials and shall not be responsible or held liable for any loss or damage resulting from the paying of dividends or otherwise acting upon any such statement or report.

Subject to limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if he acted honestly and in good faith with a view to the best interests of the Corporation, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

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

Common Shares

The Company may issue an unlimited number of common shares; non-voting shares; and, preferred shares. 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.

An annual general meeting shall be held once every year at such time and at a place as may be determined by the Directors located within Canada or the United States. The board, the chairman of the board, the managing director or the president may, as they see fit, may call a special meeting of shareholders at any time.

There are no limitations upon the rights to own securities.

There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.

There is no special ownership threshold above which an ownership position must be disclosed.

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 rights of holders of the Company’s stock can only be altered by a Special Shareholders’ meeting.

10.C.  Material Contracts                                    

The Company currently has 3 contracts in effect which it considers to be material. Copies of all the material agreements have been filed as exhibits to the Registration Statement.

Novawest/Raglan Property Agreement

Under an option agreement between the Company and Novawest Resources Inc. dated April 10, 2003, the Company acquired the right to earn an undivided 50% interest (subject to Net Smelter Royalties) in Novawest’s Raglan Claims located in the Ungava region of northern Quebec, Canada.

Under the terms of this agreement, the Company can earn its 50% interest by paying Novawest $300,000 in cash and 1,500,000 in common shares of Cascadia stock over a three-year term as follows:

The cash payment schedule is:

i)

$50,000 upon execution of the Agreement;

ii)

$100,000 on or before February 15, 2004; and,

iii)

$150,000 on or before February 15, 2005.

The shares payment schedule is:

i)

250,000 shares upon execution of the Agreement;

ii)

500,000 shares on or before February 15, 2004; and,

iii)

750,000 shares on or before February 15, 2005

In addition to the above, the Company arranged a $1,125,000 private placement for Novawest and to contribute exploration payments to assure a total of $12 million is spent on exploration on the property over three years. By arranging this private placement, the Company was credited with $1 million towards its exploration commitments. Funds of up to $1.5 million derived from the exercise of the warrants associated with this private placement were credited to Cascadia’s second year’s exploration commitments.

Also, Cascadia and Novawest agreed on exploration commitments of $3.2 million in Year One; $4.3 million in Year Two; and, $4.5 million in Year Three. Cascadia’s interest was scheduled to vest 25% after meeting the first and second year’s combined commitments and a further 25% after meeting the third year’s commitments. (As of the date of this document, Cascadia was fully vested as to the initial 25% interest.)

Under this agreement, Novawest is the operator of the project and a management committee was formed which is made up of five individuals, three from Novawest and two from Cascadia.

Cascadia was provided with the right to accelerate its earn-in, at its discretion, any time within the first two years, as well as an additional acceleration provision whereby it can accelerate its 50% earn-in immediately upon paying Novawest all unpaid cash, stock and exploration commitments. This provision was intended to protect the Company’s potential interest should a third party wish to simultaneously buy-out the interests of both parties.

Thundermin/Raglan Agreement

Under a purchase agreement between the Company and partner Novawest Resources Inc. and Thundermin Resources Inc. dated July 28, 2003, the Company and Novawest agreed to acquire a 100% interest (subject to a 10% Net Profits Interest and a 3% NSR) in 35 Raglan claims located in the Ungava region of northern Quebec, Canada.

Under the Agreement, the Company and Novawest would acquire a 100% interest in the property under the following terms:

i)

issuance of 250,000 common shares of the purchasers (comprised of 120,100 shares of Novawest at a deemed price of $0.54 per share and 129,900 shares of Cascadia at a deemed price of $0.49 per share) within 15 business days of the acceptance of the transaction by the TSX Venture Exchange;

ii)

The total cash payment of $50,000 ($25,000 paid by each Novawest and Cascadia) divided into two payments with $30,000 cash due August 20, 2003 and $20,000 due December 31, 2003;

iii)

Grant Thundermin a 3% NSR and agree to be responsible for the existing 10% Net Profits Interest. The buyers may acquire one-third of the NSR for the sum of $1,000,000 and have first right of refusal on the remaining two-thirds if Thundermin seeks to sell its interest at a future date.

Minera Capital/True North Agreement

Under an agreement between the Company and Minera Capital Corporation dated March 26, 2004, the Company agreed to an option to acquire a 70% interest in Minera Capital’s True North property located in the Raglan area of the Ungava District located in northern Quebec, Canada.

Under the agreement, the Company has an option to earn a 70% interest in the mineral claims by incurring the following cumulative exploration expenditures on the property:

i)

$40,000 on or before 12 months from the Effective Date;

ii)

$140,000 on or before 24 months from the Effective Date;

iii)

$440,000 on or before 36 months from the Effective Date;

iv)

In each capital year during the Agreement on or before November 1, to pay the appropriate Branch of the Government of Quebec such fees as are required to renew the Mineral Claims for a period of not less than one year.

Under the existing agreement with Novawest Resources, the option interest was divided equally between the Company and Novawest which resulted in the Company having an option to acquire a 35% interest in the property.

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 was De Visser Gray, 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.  Documents 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 7/31/2004 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 Meyers Norris Penny, LLP, is included herein immediately preceding the audited financial statements.

Audited Financial Statements

ITEM 18.  FINANCIAL STATEMENTS

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

ITEM 19.  EXHIBITS

                                                                          Page

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

Audited Financial Statements

Independent Auditors Report, dated October 15, 2004

Balance Sheets at July 31, 2004 and 2003

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

Statements of Shareholders’ Equity for the years ended July 31, 2004, 2003, and 2002.

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

Notes to Financial Statements

Unaudited Financial Statements

Balance Sheets at October 31, 2004 and October 31, 2004.

Statements of Operation and Deficit for the three months ended October 31, 2004 and 2003.

Statements of Cash Flows for the three months ended October 31, 2004 and 2003.

Notes to Financial Statements

ITEM 19.  FINANCIAL STATEMENTS AND EXHIBITS (cont.)

(B)  Index to 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

1.

Option agreement between the Company and Novawest Resources Inc. dated April 10, 2003.

2.

Purchase agreement between the Company and partner Novawest Resources Inc. and Thundermin Resources Inc. dated July 28, 2003.

3.

Option agreement between the Company and Minera Capital Corporation dated March 26, 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

       Information Circular and Proxy Material for the Annual General Meeting Held on February 9, 2005

       Consent of Meyers Norris Penny, Independent Auditor, dated April 1, 2005.

       Signature Page

Cascadia International Resources Inc.

Financial Statements

July 31, 2004, 2003 and 2002

#

Management’s Responsibility for Financial Reporting

To the Shareholders of:

Cascadia International Resources Inc.

Management has responsibility for preparing the accompanying financial statements.  This responsibility includes selecting appropriate accounting principles and making objective judgments and estimates in accordance with Canadian generally accepted accounting principles.

In discharging its responsibilities for the integrity and fairness of the financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets safeguarded and proper records maintained.

It is the responsibility of the Board of Directors and Audit Committee to review the financial statements in detail with management prior to their approval of the financial statements for publication.

External auditors are appointed by the shareholders to audit the financial statements and report directly to them; their report follows.  The external auditors have full and free access to the Board of Directors, Audit Committee and management.

Jim Evaskevich

#

Auditors’ Report

To the Directors of:

Cascadia International Resources Inc.

We have audited the balance sheets of Cascadia International Resources Inc. as at July 31, 2004 and 2003 and the statements of net loss and deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform 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 positions of the Company as at July 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

The figures as at and for the year ended July 31, 2002 were audited by another chartered accountant who issued an unqualified opinion in his report dated November 18, 2002.

Calgary, Alberta

October 15, 2004 (except for Note 13 which is as at January 20, 2005)

Chartered Accountants

Comments for U.S. Readers

In the United States, reporting standards for auditors require the addition of an explanatory paragraph following the opinion paragraph when there are substantial uncertainties about the Company’s ability to continue as a going-concern, as referred to in Note 1 to these financial statements. Our report to the directors dated October 15, 2004 (except for Note 13 which is as at January 20, 2005), is expressed in accordance with Canadian reporting standards, which do not permit a reference to such matters in the auditors’ report when the facts are adequately disclosed in the financial statements.

Calgary, Alberta

October 15, 2004 (except for Note 13 which is as at January 20, 2005)

Chartered Accountants

Cascadia International Resources Inc.
Balance Sheets
As at July 31,
	2004	2003	2002
Assets
Current
Cash	394,208	396,691		17,528
Marketable securities	-	300,000		-
Accounts receivable	20,845	11,077		11,705
	415,053	707,768		29,233
Property and equipment  (Note 4)	51,128	-		-
Mineral properties  (Note 5)	7,237,198	2,534,662		-
	7,703,379	3,242,430		29,233
Liabilities
Current
Accounts payable and accruals	319,624	135,843		15,663
Future income tax liability  (Note 6)	1,798,168	769,500		-
	2,117,792	905,343		15,663
Commitments  (Note 5)
Shareholders’ Equity
Share capital  (Note 7)	8,277,645	4,790,159		2,257,035
Contributed surplus  (Note 7)	957,588	-		-
Deficit	(3,649,646)	(2,453,072)		(2,243,465)
	5,585,587	2,337,087		13,570
	7,703,379	3,242,430		29,233

Approved on behalf of the Board:

______________________Director

Jim Evaskevich

______________________Director

Gordon Bowerman

Cascadia International Resources Inc.
Statements of Earnings (Net Loss) and Deficit
For the year ended July 31,
	2004	2003	2002
Interest income	16,187	6,262	-
Expenses
Bank charges	821	241	210
Depreciation	8,841	-	-
General corporate	86,288	6,303	12,717
Investors and shareholder relations	168,558	7,394	1,246
Management fees	-	25,000	30,000
Professional fees	331,500	107,510	24,085
Transfer agent and regulatory fees	19,624	41,321	12,765
Travel and promotion	16,611	28,100	-
	632,243	215,869	81,023
Net loss from operations	(616,056)	(209,607)	(81,023)
Stock-based compensation (Note 8)	(646,012)	-	-
	(1,262,068)	(209,607)	(81,023)
Future income tax recovery (Note 6)	65,494	-	-
Net loss	(1,196,574)	(209,607)	(81,023)
Deficit, beginning of year	(2,453,072)	(2,243,465)	(2,162,442)
Deficit, end of year	(3,649,646)	(2,453,072)	(2,243,465)
Loss per share (Note 9)	(0.04)	(0.03)	(0.01)

Cascadia International Resources Inc.
Statements of Cash Flows
For the year ended July 31,
	2004	2003	2002
Cash provided by (used for) the following activities
Operating
Net loss	(1,196,574)	(209,607)	(81,023)
Depreciation	8,841	-	-
Non-cash stock-based compensation	646,012	-	-
Future income tax recovery	(65,494)	-	-
Changes in non-cash working capital
Accounts receivable	(9,768)	628	(11,017)
Marketable securities	300,000	(300,000)	625
Accounts payable and accruals	8,465	31,529	(65,440)
	(308,518)	(477,450)	(156,855)
Financing
Issue of shares, net of share issuance costs	4,479,570	3,166,749	200,000
Finder’s fee	-	-	(20,000)
Repayments of short term loan	-	-	(5,812)
	4,479,570	3,166,749	174,188
Investing
Purchase of property and equipment	(59,969)	-	-
Purchase of and expenditures on mineral properties	(4,113,566)	(2,310,136)	-
	(4,173,535)	(2,310,136)	-
Increase (decrease) in cash	(2,483)	379,163	17,333
Cash, beginning of year	396,691	17,528	195
Cash, end of year	394,208	396,691	17,528

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

1.

Incorporation, nature and continuance of operations

Cascadia International Resources Inc. (“the Company”) was incorporated under the laws of the Province of British Columbia as Craven Resources Inc. on July 18, 1983 and changed its name to Cascadia International Resources Inc. on April 7, 1997.  The Company is involved in the acquisition and exploration of mineral properties in Canada.

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business.  Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The Company has a history of losses and has an accumulated deficit of $3,649,646 (2003 - $2,453,072).  The ability of the Company to continue operating as a going concern is dependent upon, among other things, its ability to attain profitable operations and generate funds therefrom and to continue to obtain capital financing from investors sufficient to meet current and future obligations.

2.

Accounting policies

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles, and include the following significant accounting policies:

Marketable securities

Marketable securities are stated at the lower of cost or market value.  

Property and equipment

Property and equipment are initially recorded at cost.  Amortization is provided using methods and rates intended to amortize the cost of assets over their estimated useful lives.

	Method	Rate
Computer equipment	Declining balance	30%
Leasehold improvements	Straight line	3 years
Office equipment	Declining balance	20%

In the year of acquisition, amortization is taken at one-half of the above rates.

Mineral properties

The cost of resource properties and their related exploration costs are deferred until the properties are placed into production, sold or abandoned.  These costs will be amortized on a unit-of-production basis following the commencement of production or written off if the properties are sold or abandoned.  If the properties are considered to be impaired in value, an appropriate charge will be made at that time.

Costs include the cash consideration and the fair market value of shares and options issued on the acquisition of mineral properties.  Properties acquired under option agreements or joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.  

The recorded cost of mineral claims and deferred exploration costs represents costs incurred and are not intended to reflect present or future values.  The ultimate recovery of such capitalized costs is dependent upon the discovery and development of economic ore reserves or the sale of mineral rights.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

2.

Accounting policies  (continued from the previous page)

Joint venture activities

Substantially all of the Company's mineral exploration and development activities are conducted jointly with others.  These financial statements reflect only the Company's proportionate interest in such activities.

Flow-through shares

Share capital includes flow-through shares issued pursuant to certain provisions of the Income Tax Act (Canada) (“the Act").  Under the Act, where the proceeds are used for eligible expenditures, the related income tax deductions may be renounced to subscribers.

Share capital is reduced by an amount equal to the estimated future income taxes payable by the Company as a result of the renunciations and the estimated future income taxes payable are recorded as an increase to the future income tax liability.

Future income taxes

The Company follows the asset and liability method to account for income taxes.  The asset and liability method requires that income taxes reflect the future tax consequences of temporary differences between the carrying amounts of assets or liabilities and their tax basis.  Future income tax assets and liabilities are determined for each temporary difference based on enacted rates that are expected to be in effect when the underlying items of income and expenses are expected to be realized.

Measurement uncertainty

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant areas requiring the use of estimates include the determination of impairment of mineral exploration costs, reclamation obligations and qualifying renouncements.  These estimates are reviewed periodically and, as adjustments become necessary, they are reported in earnings in the periods in which they become known.

Stock-based compensation

In November 2003, the CICA revised Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments, with respect to the accounting for stock-based compensation and other stock-based payments.  The revised recommendations require that beginning January 1, 2004, the fair value-based method be used to account for all transactions whereby goods and services are received in exchange for stock-based compensation and other stock-based payments.  Under the fair value-based method, compensation costs are measured at fair value at the date of grant and are expensed over the award’s vesting periods.

In accordance with one of the transitional options permitted under Section 3870, the Company has elected to early-adopt the new recommendations effective August 1, 2003 and prospectively apply the standard for employee stock awards granted after August 1, 2003.  Prior to the adoption of the fair value-based method, the Company, as permitted by Section 3870, had chosen to continue its existing policy of recording no compensation cost on the grant of stock options to employees.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

3.

Change in accounting policy

Stock based compensation

The Company has early-adopted the Canadian accounting standard as outlined in CICA Handbook 3870 "Stock-based Compensation and Other Stock-based Payments".  As allowed by the section, this policy has been adopted prospectively, with no restatement of prior years’ balances.  The adoption of the new accounting standard for stock-based compensation resulted in the Company recognizing an expense of $646,012 in 2004.

As required by the transitional provisions, proforma net income and earnings per share information has been provided as if the fair value method had been used for options granted between August 1, 2002 and July 31, 2003 (Note 8).

4.

Property and equipment

	Cost	Accumulated Depletion	2004 Net Book Value	2003 Net Book Value	2002 Net Book Value
Computer equipment	30,518	4,578	25,940	-	-
Leasehold improvements	19,771	3,295	16,476	-	-
Office equipment	9,680	968	8,712	-	-
	59,969	8,841	51,128	-	-

5.

Mineral properties

		Cost	Accumulated Depletion		2004 Net Book Value		2003 Net Book Value		2002 Net Book Value
Raglan – deferred exploration payments (a)	6,458,177		-	6,458,177		2,395,875		-
Raglan – Thundermin acquisition  (b)	88,651		-	88,651		88,651		-
McGarry – deferred exploration payments (c)	54,993		-	54,993		50,136		-
Norton Lake – deferred exploration payments  (d)	173,864		-	173,864		--		-
Attwood & Ficht Lake – deferred exploration payments (e)	461,513		-	461,513		--		-
		7,237,198	-		7,237,198		2,534,662		-

During the year, mineral property expenditures and acquisitions totaled $4,702,536 (2003 - $2,534,662) of which $175,317 (2003 - $88,651) is accrued in accounts payable and accruals, $413,652 (2003 – $135,875) were acquired through issue of common shares and $4,113,566 (2003 - $2,310,136) were acquired with cash.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

5.

Mineral properties (continued from previous page)

a)  Raglan, Ungava Bay Properties in Quebec, Canada

During 2003, the Company entered into an Option Agreement (“Agreement”) with NovaWest Resources Inc. (“Novawest”) of Vancouver, Canada, whereby the Company may earn a 50% interest in the NovaWest’s 660 sq. km. (161,500 acre) Raglan Ni-Cu-PGM-Co Assemblage situated in northern Quebec. (the “Raglan Claims”).

Under the Agreement, the Company may earn its 50% interest in the Raglan Claims by paying Novawest $300,000 in cash and 1,500,000 in common shares of the Company over a three-year term as follows:

Cash payment schedule:

i) $50,000 upon execution of the Agreement;

ii) $100,000 on or before February 15, 2004; and

iii) $150,000 on or before February 15, 2005.

Share payment schedule:

i) 250,000 shares upon execution of the Agreement;

ii) 500,000 shares on or before February 15, 2004; and

iii) 750,000 shares on or before February 15, 2005.

Associated with the completion of the share and cash payments and exploration expenditure advances under the Agreement, the Company will be required to pay a finder’s fee, payable as common shares of the Company, in year two and three of the Agreement.    This finder’s fee is calculated as a percentage of the required exploration commitment and the market value of the common share payment based on the common share closing prices at April 30, 2004 and April 30, 2005.  The accrual for the finder’s fee for the current year is $117,000.

The Company has committed to exploration expenditures of $3.2 million in year one, $4.3 million in year two, and $4.5 million in year three.  The Company’s interest will vest 25% after meeting the first and second year’s combined commitments and a further 25% after meeting the third year’s commitments.

As part of an agreement for the Company to arrange a private placement for Novawest, the Company’s exploration commitment for year one was reduced by $1.0 million.  The year two commitment of $4.3 million can be reduced by $1.5 million if warrants associated with the private placement are fully exercised.     

Under the Agreement, Novawest will be the Operator.  A Management Committee will be formed which is made up of five individuals, three from Novawest and two from the Company.

Expenses, such as advance royalties, claim renewal fees, etc. incurred to maintain the 660 sq. km. (161,500 acre) Raglan Claims will be shared equally by both the companies. An agreed area of influence will cover the entire Cape Smith/Raglan Belt extending from Ungava Bay to the east and Hudson Bay to the west.  The Company has been provided with the right to accelerate its earn-in, at its discretion, any time within the first two years, as well as an additional acceleration provision whereby the Company may accelerate its 50% earn-in immediately upon paying Novawest all unpaid cash, stock and exploration commitments.  This second provision is intended to cover the Company should a third party wish to simultaneously buy-out the interests of both parties.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

5.

Mineral properties  (continued from previous page)

b)  Thunder Project, Raglan, Ungava Bay Property in Quebec, Canada

During 2003, the Company and Novawest acquired a 100% interest in the 35-claim Thunder Project situated on the “Main” Raglan Trend just north-northeast of the present Raglan Claims.

The Company’s consideration is comprised of $25,000 cash and 129,900 common shares at a price of $0.49 per share for a total of $63,652 (Note 7).  The common share consideration was accrued in accounts payable and accruals in the prior year.

c)  McGarry Township Property, Kirkland Lake, Ontario, Canada

The Company and Consolidated PPM Development Corp. (“CPM”) have an option agreement pertaining to the 16 mining claims located in McGarry Township (“the Property”) east of Kirkland Lake, Ontario.  Under the terms of the option agreement, the Company has agreed to spend not less than $500,000 on the Property over a period of forty-eight months.  CPM completed the Phase 1 drilling program in 2001 and the Company resumed the Phase 2 drilling program and spent $4,857 during the year.  The minimum expenditure requirement for the Phase 2 drilling program is $50,000.

d) Norton Lake Property, Thunder Bay, Ontario

In October 2003, the Company optioned a 164 and 152 claim unit group in the Norton Lake area, Thunder Bay from East West Resource Corp. (“East West”) and Canadian Golden Dragon Resources Ltd.  Under the terms of the option agreement, the Company has agreed to spend a minimum of $150,000 on drilling within 12 months of the agreement.  During the year, the Company spent $173,864 thereby exceeding this requirement.  The Company may earn the following interests in both claims groups:

•

51% by spending $1.5 million by November 1, 2010;

•

60% by completing a feasibility study to the standards of the Toronto Stock Exchange (“TSX”) by November 1, 2011;

•

70% by financing the property to production.  

Option payments are to be made in stages, totaling $125,000 over 7 years commencing November 1, 2004.  An option payment of $25,000 was paid upon the signing of the agreement.

e) Attwood & Ficht Lake Property, Armstrong, Ontario

In October 2003, the Company optioned a 290 claim unit property located 60 miles north of Armstrong, Ontario that covers 10 miles (16 km) of a greenstone belt containing numerous copper nickel-cobalt showings. The property is presently held 100% by East West subject to a 3% NSR to the original prospector vendors.  Under the terms of the option agreement, the Company has agreed to spend a minimum of $100,000 drilling in the winter.   During the year, the Company spent $461,513 thereby exceeding this requirement. The Company may earn the following interests in both groups:

•

51% by spending $1.0 million by November 1, 2010;

•

60% by completing a feasibility study to the standards of the TSX by November 1, 2011;

•

70% by financing the property to production.

Option payments to East West are to be made in stages, totaling $95,000 over 7 years.  Payments to the underlying vendor, are to be made in stages, totaling $90,000 over 4 years.   During the year, $30,000 was paid under these arrangements.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

5.

Mineral properties  (continued from previous page)

f) True North Project, Ungava Bay Properties in Quebec, Canada

In April 2004, the Company acquired a 35% interest in the 30,774 acre True North Project on the north Raglan Trend in partnership with NovaWest Resources Inc. (35% interest). The acquisition of the True North property from Minera Capital is on condition of spending a minimum of $440,000 over 3 years split 50/50 between Cascadia and NovaWest Resources Inc.  As at July 31, 2004, no expenditures have been incurred on this property.

6.

Future income taxes

	2004	2003
Future income tax liabilities
Mineral exploration costs	1,798,168	769,500
Future income tax assets
Property and equipment	3,059	-
Mineral exploration costs	-	153,000
Loss carry forwards	497,513	338,808
Share issuance costs	105,217	4,560
	605,788	496,368
Valuation allowance	(605,788)	(496,368)
	-	-
Future income tax liability	1,798,168	769,500

The income tax recovery differs from the amount that would be expected by applying the current tax rates for the following reasons:

	2004	2003
Loss before taxes	(1,262,068)	(209,607)
Expected tax recovery at 34.60% (2003 – 38.00%)	436,675	79,650
Tax effect of expenses not deductible for tax purposes:
Stock-based compensation	(223,520)	-
Rate differential	26,163	-
Change in valuation allowance	(109,420)	-
Resource allowance	(43,825)	(14,041)
Other	(20,579)	(65,609)
Future income tax recovery	65,494	-

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

6.

Future income taxes (continued from the previous page)

At July 31, 2004, the Company has the following estimated tax pools available for deduction against future taxable income:

	2004	2003
Mining exploration depletion base	17,000	17,000
Canadian development expense	86,500	86,500
Canadian exploration expense	1,802,000	2,699,000
Foreign exploration and development expense	133,900	133,900
Undepreciated capital cost	60,000	-
Share issuance costs	304,000	12,000
Non-capital losses	1,419,000	890,000

The non-capital losses will expire as follows:

2005	122,000
2006	158,000
2007	133,000
2008	123,000
2009	123,000
2010	163,000
2011	597,000

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

7.

Share capital

Authorized
Unlimited number of common shares, without nominal or par value
Unlimited number of non-voting common shares, without nominal or par value
Unlimited number of preferred shares, without nominal or par value
Issued
Common shares	Number	Value
Balance ending, July 31, 2001	9,116,374	2,077,035
Consolidation 4:1	(6,837,280)	-
Private placement	2,000,000	100,000
Private placement	1,000,000	100,000
Finder’s fee	-	(20,000)
Balance ending, July 31, 2002	5,279,094	2,257,035
Consolidation 2:1	(2,639,547)	-
Private placement (i)	2,000,000	200,000
Private placement (ii)	7,500,000	1,125,000
Private placement (iii)	6,000,000	1,800,000
Warrants exercised	1,850,007	185,000
Agent’s commission shares	150,000	45,000
Raglan Claims option agreement  - 1st payment	250,000	37,500
Raglan Claims finder’s fee agreement - 1st payment	655,833	98,375
Share issue costs	-	(188,251)
Effect of future income taxes on flow-through expenditures	-	(769,500)
Balance ending, July 31, 2003	21,045,387	4,790,159
Flow through shares private placement (iv)	4,000,000	2,000,000
Flow through shares private placement (v)	1,000,000	500,000
Private placement (vi)	833,334	500,000
Warrants exercised	7,555,000	1,654,500
Options exercised	180,000	54,000
Thundermin payment (Note 5)(iv)	129,900	63,652
Raglan Claims option agreement – 2nd payment (Note 5)	500,000	270,000
Agent’s commission shares (iv)	160,000	80,000
Share issue costs	-	(228,930)
Share issue costs – agent’s commission options	-	(311,575)
Effect of future income taxes on share issue costs	-	144,345
Effect of future income taxes on flow-through expenditures	-	(1,238,506)
Balance ending, July 31, 2004	35,403,621	8,277,645

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

7.

Share capital  (continued from the previous page)

(i)

This private placement was a non-brokered offering consisting of 2,000,000 units, at a price of $0.10 per unit for gross proceeds of $200,000.  Each unit consists of one common share and one non-transferable share purchase warrant for the purchase of one common share of the Company within two years at a price of $0.10 per share.  The units were subject to a four-month hold period which expired June 12, 2003.

(ii)  This private placement was a non-brokered offering consisting of 7,500,000 units, at a price of $0.15 per unit for gross proceeds of $1,125,000.   Of the total units, 2,000,000 consist of one common share and one warrant for the purchase of one additional common share of the Company within one year at $0.21 per share.  The balance of 5,500,000 units shall be treated as a flow-through investment and consist of one common share and one-half purchase warrant, where two half warrants entitle the holder to purchase one further flow-through common share of the Company within one year at the price of $0.21 per share.  All of the qualifying expenditures relating to this issue were renounced to the shareholders by December 31, 2003.

(iii)  This private placement was a best efforts brokered private placement consisting of 6,000,000 units at a price of $0.30 per unit for gross proceeds of $1,800,000.  Of the total units, 2,000,000 consist of one common share and one warrant for the purchase of one further common share of the Company within two years at a price of $0.40 per share.  The remaining 4,000,000 units are flow-through units, which convey income tax benefits to the purchasers.  Each flow-through unit consists of one common share and one warrant to purchase one further flow-through common share of the Company within two years at a price of $0.40 per share.  All of the qualifying expenditures relating to this issue were renounced to the shareholders by December 31, 2003.

(iv)   On September 19, 2003 the Company completed a private placement of 4,000,000 units at a price of $0.50 per unit for gross proceeds of $2,000,000 through its agent, First Associates, pursuant to a short-form offering document. Each unit consisted of one common share, issued on a “flow-through” basis under the Income Tax Act (Canada) and one share purchase warrant.  Each share purchase warrant entitles the holder to acquire one additional common share at a price of $0.60 per share until September 2005. The Agent received 600,000 unit options at $0.50 per unit, and commissions of $80,000 cash and 160,000 common shares valued at $80,000. The proceeds will be used to incur eligible Canadian Exploration Expenses at Norton and Lindsay Bay in Northern Ontario.

(v)

On December 23, 2003 the Company completed a private placement of 1,000,000 units at a price of $0.50 per unit for gross proceeds of $500,000.  Each unit consisted of one common share to be issued on a “flow-through” basis under the Income Tax Act (Canada) and one common share purchase warrant.  Each share purchase warrant entitles the holder to acquire one additional common share at a price of $0.60 per share until December 2005.  The proceeds will be used to incur eligible Canadian Exploration Expenses at Norton and Lindsay Bay in Northern Ontario.

(vi)

On June 21, 2004, the Company completed a private placement with SIDEX of 833,334 shares at $0.60 per unit for gross proceeds of $500,000.   Each unit will consist of one common share and one share purchase warrant.  Each share purchase warrant entitles SIDEX to acquire one additional common share at a price of $0.75 per share until June 2006.  

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

7.

Share capital  (continued from the previous page)

Stock options

The Company has a stock option plan under which the Board of Directors may grant options to directors, officers, other employees and key consultants.  The purpose of the plan is to advance the interests of the Company by encouraging these individuals to acquire shares in the Company and thereby remain associated with, and seek to maximize the value of the Company.  The options expire not more than five years from the date of grant, or earlier if the individual ceases to be associated with the Company.

	Number of Options	Price Range ($)	Weighted Average Price ($)	Expiry Date
Balance ending, July 31, 2002	107,500	0.35	0.35	2003
Expired	(107,500)	0.35	0.35	-
Issued	2,069,538	0.30	0.30	2008
Balance ending, July 31, 2002	2,069,538	0.30	0.30	2008
Issued	1,573,000	0.50	0.50	2008
Exercised	(180,000)	0.30	0.30	2008
Balance ending, July 31, 2004	3,462,538	0.30 – 0.50	0.34	2008

Agent options

The Company also has a stock option plan under which the Board of Directors may grant options to agents of the Company.

	Number of Options	Price Range ($)	Weighted Average Price ($)	Expiry Date
Balance ending, July 31, 2002	-	-	-	-
Issued	1,200,000	0.30	0.30	2008
Balance ending, July 31, 2003	1,200,000	0.30	0.30	2008
Issued	600,000	0.50	0.50	2008
Balance ending, July 31, 2004	1,800,000	0.30-0.50	0.36	2008

The 1,800,000 agent options outstanding have an estimated fair value of $311,576, recognized as an increase to share issue costs.  The fair value of these options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

Risk free interest rate (%)	4.73%
Expected volatility (%)	100.00%
Expected life (years)	1 to 2

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable measure of the fair value of the Company’s stock options.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

7.

Share capital  (continued from the previous page)

              Warrants

In relation to private placements, the Company has the following warrants outstanding:

	Number of Warrants	Price Range ($)	Weighted Average Price ($)	Expiry Date
Balance ending, July 31, 2002	300,000	0.10	0.10	2003-2004
Consolidation 2:1	(1,500,000)	0.10	0.10
Issued	14,100,000	0.10-0.40	0.28	2004-2005
Exercised	(1,850,000)	0.10	0.10
Balance ending, July 31, 2003	13,750,000	0.10-0.40	0.26	2004-2005
Issued	5,760,000	0.60	0.60	2005-2006
Exercised	(7,555,000)	0.10-0.40	0.22
Balance ending July 31, 2004	11,955,000	0.10-0.60	0.49	2004-2006

8.

Stock-Based Compensation

The Company accounts for stock options granted to directors, officers, employees and consultants using the “fair value method”, whereby compensation is recorded equal to the fair value of the option granted over the term of vesting.  During the year, 1,573,000 options with an estimated fair value of $646,012 were granted.  The fair value of options granted during 2004 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

Risk free interest rate (%)	4.73%
Expected volatility (%)	100.00%
Expected life (years)	5

Had the fair value method been used since August 1, 2002, the Company’s proforma net loss for 2003 would have been $729,607 or $0.12 per share - basic.

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable measure of the fair value of the Company’s stock options.

9.

Per share amounts

Basic loss per share is calculated using the weighted average number of shares outstanding for the period.  For purposes of the calculation, the weighted average number of shares outstanding was 29,095,468 (2003 – 6,319,617).

Diluted per common share amounts have not been presented, as any effect is antidilutive.  

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

10.

Financial instruments

The Company, as part of its operations, carries a number of financial instruments.  It is management's opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments.

Fair value of financial instruments

The fair value of cash, accounts receivable, accounts payable and accruals approximates their carrying value due to the short-term maturities of these financial instruments.

11.

Related party transactions

During the year, the Company paid Yangarra Resources Inc. (“Yangarra”) $144,628 (2003 - $6,000) for rent, office services and for its share of leasehold improvements and office equipment.  At year-end, included in accounts receivable and accounts payable and accruals are $3,348 (2003 - $nil) and $75,273 (2003 - $nil), respectively, relating to transactions with Yangarra.  Yangarra is a public oil and gas company based in Calgary, Alberta.  James G. Evaskevich, the President and a director of the Company is also the President, Chief Executive Officer and a director of Yangarra Resources Inc.

During the year, the Company had transactions related to administration and consulting of $61,070 (2003 - $25,000) with companies controlled by certain of the Company’s officers and directors.  Of this amount, $4,135 (2003 - $nil) is in accounts payable and accruals at year-end.

An aggregate of $2,268 (2003 - $nil) currently in accounts payable will be paid to Burstall Winger LLP for legal fees and disbursements.  A director of the Company is a partner of Burstall Winger LLP.  Legal fees to Burstall Winger were $52,247 (2003 - $nil).

The transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

12.

Comparative figures

Certain of the comparative figures have been reclassified to conform to the current year’s presentation.

13.

Differences between Canadian and U.S. generally accepted accounting principles

The following represents additional information to the consolidated financial statements of the Company that were prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”). Set out below are the material adjustments required in order to conform to accounting principles generally accepted in the United States (“U.S. GAAP”).

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

13.   

Differences between Canadian and U.S. generally accepted accounting principles  (continued)

Statement of (loss) income:	2004	2003	2002
Net loss for the year based on Canadian GAAP	(1,196,574)	(209,607)	(81,023)
Deferred exploration costs prior to the establishment of proven and probable mineral reserves  ( Note 13a)	(4,702,536)	(2,534,662)	-
Flow-through share premium paid in excess of market value  (Note 13f)	440,000	-	-
Net loss for the year based on U.S. GAAP	(5,459,110)	(2,744,269)	(81,023)
Loss per share, basic	(0.19)	(0.43)	(0.02)

Shareholders’ equity:	2004	2003	2002
Shareholders’ equity based on Canadian GAAP	5,585,587	2,337,087	13,570
Deferred exploration costs prior to the establishment of proven and probable mineral reserves  (Note 13a)	(7,237,198)	(2,534,662)	-
Shareholders’ equity (deficit) based on U.S. GAAP	(1,651,611)	(197,575)	13,570

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

13.

Differences between Canadian and U.S. generally accepted accounting principles  (continued)

Balance sheet differences:

The following material balance sheet differences exist between Canadian and U.S. GAAP.

Interest in exploration properties and deferred exploration expenditures

	2004	2003	2002
Canadian GAAP	7,237,198	2,534,662	-
Deferred exploration costs prior to the establishment of proven and probable mineral reserves	(7,237,198)	(2,534,662)	-
U.S. GAAP	-	-	-

Capital stock

	2004	2003	2002
Canadian GAAP	8,277,645	4,790,159	2,257,035
Flow-through common shares  (Note 13f)	(440,000)	-	-
U.S. GAAP	7,837,645	4,790,159	2,257,035

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

13.

Differences between Canadian and U.S. generally accepted accounting principles  (continued)

a) Interest in Exploration Properties and Deferred Exploration Costs

In March 2002, the Emerging Issues Committee of the CICA issued EIC 126 - “Accounting by Mining Enterprises for Exploration Costs” which affects mining companies with respect to the deferral of exploration costs. EIC 126 refers to CICA Handbook Section 3061 “Property, Plant and Equipment”, paragraph .21 which states that for a mining property, the cost of the asset includes exploration costs if the enterprise considers that such costs have the characteristics of property, plant and equipment. EIC 126 then states that a mining enterprise that has not established mineral reserves objectively, and therefore does not have a basis for preparing a projection of the estimated cash flow from the property is not precluded from considering the exploration costs to have the characteristics of property, plant and equipment. EIC 126 also sets forth the Committee’s consensus that a mining enterprise in the exploration stage is not required to consider the conditions regarding impairment in determining whether exploration costs may be initially capitalized. With respect to impairment of capitalized exploration costs, if an enterprise has not established mineral reserves objectively, and therefore does not have a basis for preparing a projection of the estimated cash flow from the property it is not obliged to conclude that capitalized costs have been impaired. However, such an enterprise should consider the conditions set forth in CICA Handbook Section 3061 in determining whether subsequent write-down of capitalized exploration costs related to mining properties is required.  The Company considers that exploration costs have the characteristics of property, plant and equipment and, accordingly, defers such costs. Furthermore, pursuant to EIC 126, deferred exploration costs would not automatically be subject to regular assessment of recoverability, unless certain conditions exist.  

Under U.S. GAAP, exploration costs are not considered to have the characteristics of property, plant and equipment and accordingly are expensed prior to the Company determining that proven or provable mineral reserves exist, after which time all such costs are capitalized.

b) Stock-based Compensation

The Company accounts for its stock based compensation under US GAAP in accordance with APB25 (intrinsic value method) for employees and FAS No. 123 (fair value method) for non-employees. Under Canadian GAAP, stock options granted to employees and non-employees prior to January 1, 2002 are accounted for as capital transactions when the options are exercised. Subsequent to January 1, 2002, under Canadian GAAP, 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.  As disclosed in Note 2, effective August 1, 2003, the Company adopted the fair value method of accounting for all options granted after that date.  If the Company had accounted for its stock-based compensation plan for employees under FAS No. 123, the pro forma impact on the July 1, 2003 would have been to increase the net loss by $520,000 ($0.08 per share).

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

13.

Differences between Canadian and U.S. generally accepted accounting principles  (continued)

b) Stock-based Compensation  (continued)

The Company estimates the fair value of options granted using the Black-Scholes option price model using the following weighted average assumptions:

	2004	2003	2002
Risk-free interest rate	4.73	4.73	-
Expected life of options	5 years	5 years	-
Expected volatility of the Company’s share price	100 %	100 %	-
Expected dividend yield	Nil	Nil	-
Weighted average fair value of options granted	$ 646,012	$ 520,000	-

c) Statements of Cash Flows

As a result of the treatment of mining interests under item (a) above, cash expended for the exploration costs would have been classified as operating rather than investing, resulting in the following totals:

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated statements of cash flows would be as follows:

	2004	2003	2002
Cash flows used in operating activities, Canadian GAAP	(308,518)	(477,450)	(156,855)
Mineral properties	(4,113,566)	(2,310,136)	-
Marketable securities	(300,000)	300,000	-
Net cash used in operating activities, United States GAAP	(4,722,084)	(2,487,586)	(156,885)
Cash flows provided by financing activities, Canadian GAAP and United States GAAP States GAAP	4,479,570	3,166,749	124,188
Cash flows used in investing activities, Canadian GAAP	(4,173,535)	(2,310,136)	-
Mineral exploration expensed under US GAAP	4,113,566	2,310,136	-
Proceeds from sale of marketable securities	300,000	-	-
Investment in marketable securities	-	(300,000)	-
Cash flows provided by (used in) investing activities, United States GAAP	240,031	(300,000)	-
Increase (decrease) in cash during the year	(2,483)	379,163	17,333
Cash, beginning of year	396,691	17,528	195
Cash and cash equivalents, end of year	394,208	396,691	17,528

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

13.   Differences between Canadian and U.S. generally accepted accounting principles  (continued)

d) Investment in Jointly Controlled Entities

Canadian GAAP provides for investments in jointly controlled entities to be accounted for using proportionate consolidation. Under U.S. GAAP, investments in incorporated joint ventures are to be accounted for using the equity method. Under an accommodation of the United States Securities and Exchange Commission, the accounting for joint ventures need not be reconciled from Canadian to U.S. GAAP. The different accounting treatment affects only the display and classification of financial statement items and not net income or shareholder’s equity.

e) Comprehensive Income

Effective for fiscal years beginning after December 15, 1997, Statement of Financial Accounting Standards No. 130 “Reporting Comprehensive Income” (“FAS 130”), is applicable for U.S. GAAP purposes. FAS 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. FAS 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement.  The Company believes there is no difference between net loss and Comprehensive net loss for the years reported.

f) Flow-through Shares

Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees

to incur Canadian Exploration Expenditures (as defined in the Canadian Income Tax Act) and renounce the related income tax deductions to the investors. Under Canadian GAAP, the full amount of funds received from flow-through share issuances are recorded as share capital. Under U.S. GAAP, the premium paid for the flow-through shares in excess of market value is credited to liabilities and included in income when the related tax benefits are renounced by the Company.

Furthermore, under U.S. GAAP, and notwithstanding that there is not a specific requirement to segregate the funds pursuant to the flow-through share agreements, the flow-through funds which are unexpended at the balance sheet date are separately classified as restricted cash. As at July 31, 2004, unexpended flow-through funds totaled $ 394,208 (July 31, 2003 - $ 696,691).

g) Recent Accounting Pronouncements

Foreign Currency and Hedging

In November 2001, the CICA issued Accounting Guideline 13, “Hedging Relationships” (“AcG 13”) which establishes new criteria for hedge accounting and will apply to all hedging relationships in effect for the Company’s years ending on or after August 1, 2003. Effective August 1, 2003, the Company will reassess all hedging relationships to determine whether the criteria are met or not and will apply the new guidance on a prospective basis. To qualify for hedge accounting, the hedging relationship must be appropriately documented at the inception of the hedge and there must be reasonable assurance, both at the inception and throughout the term of the hedge, that the hedging relationship will be effective. The Company does not currently have any hedging relationships.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

13.   Differences between Canadian and U.S. generally accepted accounting principles  (continued)

Disposal of Long-Lived Assets and Discontinued Operations

In December 2002, the CICA issued Handbook Section 3475 for Disposal of Long-Lived Assets and Discontinued Operations with the purpose of harmonizing Canadian GAAP with U.S. GAAP. The section is effective for disposal activities initiated by a commitment to a plan on or after May 1, 2003, with earlier adoption encouraged. The key aspects of Handbook Section 3475 are as follows:

•

   a long-lived asset to be disposed of other than by sale should continue to be classified as held and used until it is disposed of;

•

a long-lived asset can only be classified as held for sale if certain criteria are met;

•

an asset classified as held for sale should be measured at the lower of its carrying amount or fair value less costs to sell;

•

an asset classified as held for sale should be measured at the lower of its carrying amount or fair value less costs to sell;

•

a loss recognized on classification of an asset as held for sale does not include future operating losses;       discontinued operations are defined more broadly than previously. They comprise dispositions where    the operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the enterprise;

•

the income statement display of discontinued operations is unchanged from previous display; and, various disclosures related to the disposal of long-lived assets is required.

The Company is currently assessing the impact of Handbook Section 3475 on its financial position and results of operations.

Variable Interest Entities

In January 2003, the FASB issued Interpretation No. 46 “Consolidation of Variable Interest Entities” (“VIE’s”) (“FIN 46”) which requires that companies that control another entity through interests other than voting interest should consolidate the controlled entity. In the absence of clear control through a voting equity interest, a company’s exposure (variable interests) to the economic risk and the potential rewards from a VIE’s assets and activities are the best evidence of a controlling financial interest. VIE’s created after January 31, 2003 must be consolidated immediately. VIE’s existing prior to February 1, 2003 must be consolidated by the Company commencing with its first quarter 2004 financial statements. The Company has determined that it does not have any VIE’s which will require consolidation.

Derivatives and Hedging Activities

In April 2003, the FASB issued SFAS No, 149 “Amendment of SFAS No. 133 on Derivative Instruments and Hedging Activities”. SFAS 149 amends and clarifies accounting for SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”. In particular, it clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative as discussed in SFAS No. 133; clarifies when a derivative contains a financing component; amends the definition to conform it to the language used in the FASB Interpretation No. 45; and amends certain other existing pronouncements. This is substantially consistent with the CICA EIC Abstract 128, Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. CICA EIC Abstract 128 is effective for fiscal years beginning on or after July 1, 2003. The Company adopted the provisions of SFAS No. 149 for US GAAP purposes on January 1, 2003 and adopted the provision of EIC 128 on January 1, 2003.  The adoption of these pronouncements is not expected to have a material effect on the Company’s financial statements.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the year ended July 31, 2004

13.   Differences between Canadian and U.S. generally accepted accounting principles  (continued)

g) Recent Accounting Pronouncements  (continued)

Asset Retirement Obligations

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations." This Statement requires companies to record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets, except for certain obligations of lessees.  Under this standard, the initial recognition of the liability is capitalized as part of the asset cost and depreciated over its estimated useful life.  The Company has determined that it does not have any asset retirement obligations.

Stock-based Employee Compensation

In December 2002, the FASB issued Statement 148 (SFAS 148), “Accounting for Stock-Based Compensation – Transition and Disclosure: an amendment of FASB Statement 123” (SFAS 123), to provide alternative transition methods for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in annual financial statements about the method of accounting for stock-based employee compensation and the pro forma effect on reported results of applying the fair value based method for entities that use the intrinsic value method of accounting. The pro forma effect disclosures are also required to be prominently disclosed in interim period financial statements. This statement is effective for financial statements for fiscal years ending after December 15, 2002 and is effective for financial reports containing conde nsed financial statements for interim periods beginning after December 15, 2002, with earlier application permitted. The Company does not plan a change to the fair value based method of accounting for stock-based employee compensation and believes that the accompanying financial statements are consistent with the new guidance contained in SFAS 148.

Financial Statements 6 Months Ended - January 31, 2005

(Unaudited – Prepared by Management)

To the Shareholders:

Cascadia International Resources Inc.

Management has the responsibility for preparing the accompanying interim financial statements. This responsibility includes selecting appropriate accounting principles and making objective judgments and estimates in accordance with Canadian generally accepted accounting principles.

In discharging its responsibilities for the integrity and fairness of the interim financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets safeguarded and proper records maintained.

The Board of Director has appointed an Audit Committee, consisting primarily of Directors who are neither employees nor officers of the Company. The Audit Committee is appointed by the Board to review the interim financial statements in detail with management and to report to the Board prior to their approval of the interim financial statements for publication.

External auditors have not been appointed by management to audit or review the interim financial statements.

__________“signed”___________________

                Jim Evaskevich

__________“signed”___________________

               John Aihoshi

Cascadia International Resources Inc.

Balance Sheet

	January 2005 (unaudited)	July 2004 (audited)
Assets
Current Cash Accounts receivable	690,549 59,861	394,208 20,845
	750,410	415,053
Property and equipment (Note 3) Mineral properties (Note 4)	45,186 7,797,862	51,128 7,237,198
	8,593,458	7,703,379
Liabilities Current Accounts payable and accruals Future income tax liability	282,706 2,236,004	319,624 1,798,168
	2,518,710	2,117,792
Shareholders’ Equity Share capital (Note 5) Contributed surplus Deficit	9,095,565 1,028,542 (4,049,359)	8,277,645 957,588 (3,649,646)
	6,074,748	5,585,587
	8,593,458	7,703,379

Approved on behalf of the Board:

“signed”

Director

Jim Evaskevich

“signed”

Director

Gordon Bowerman

Cascadia International Resources Inc.

		Statement of Net Loss and Deficit  (unaudited)
	Three months ended January 31,				Six months ended January 31,
	2005			2004			2005		2004
Interest income	907		-			2,086		2,109
Expenses Bank Charges	2,568		428			3,454		506
Depreciation	3,881		3,270			7,635		3,270
General corporate	16,958		11,770			42,443		28,607
Investors and shareholder relations	7,935		19,567			28,511		48,046
Professional fees	210,192		87,325			242,162		142,208
Transfer agent and regulatory fees	3,900		11,070			5,619		12,943
Travel and promotion	453		18,052			1,021		23,015
	245,887		151,482			330,845		258,595
Net loss from operations	(244,980)		(151,482)			(328,759)		(256,486)
Non-cash stock-based compensation	70,954		-			70,954		-
Net loss	(315,934)		(151,482)			(399,713)		(256,486)
Deficit, beginning of period	(3,733,425)		(2,558,076)			(3,649,646)		(2,453,072)
Deficit, end of period	(4,049,359)		(2,709,558)			(4,049,359)		(2,709,558)

Cascadia International Resources Inc.

Statement of Cash Flows

(Unaudited)

	Three months ended Six months ended January 31, January 31,
	2005	2004	2005	2004
Cash provided by (used for) the following activities Operating Net loss	(315,934)	(151,482)	(399,713)	(256,486)
Depreciation	3,881	3,270	7,635	3,270
Non-cash stock-based compensation	70,954	-	70,954	-
Changes in working capital Accounts receivable	(41,325)	(16,238)	(39,016)	(35,996)
Marketable securities	-	-	-	300,000
Prepaid expenses and deposits	-	61,855	-	(73,145)
Accounts payable	(355,112)	58,580	(36,919)	(41,178)
	(637,536)	(44,015)	(397,059)	(103,535)
Financing Issue of shares, net of share issuance costs	1,265,423	1,132,550	1,255,757	3,174,523
Investing Mineral property and equipment purchases	(114,388)	(103,729)	(562,357)	(220,361)
Increase in cash	513,499	984,806	296,341	2,850,627
Cash, beginning of period	177,050	2,262,512	394,208	396,691
Cash, end of period	690,549	3,247,318	690,549	3,247,318

Cascadia International Resources Inc.

Notes to the Financial Statements

For the six months ended January 31, 2005

(Unaudited)

1.

Incorporation, nature and continuance of operations

Cascadia International Resources Inc. (“the Company”) was incorporated under the laws of the Province of British Columbia as Craven Resources Inc. on July 18, 1983 and changed its name to Cascadia International Resources Inc. on April 7, 1997. The Company is involved in the acquisition and exploration of mineral properties in Canada.

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The Company has a history of losses and an accumulated deficit of $4,049,359. The ability of the Company to continue operating as a going concern is dependent upon, among other things, its ability to attain profitable operations and generate funds therefrom and to continue to obtain capital financing from investors sufficient to meet current and future obligations.

2.

Accounting policies

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles. The accounting policies followed in preparing these financial statements are those used by the Company as set out in the audited financial statements for the year ended July 31, 2004. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles are not included. These interim financial statements should be read together with the Company’s audited financial statements for the year ended July 31, 2004.

3.

Property and Equipment

	Cost	Accumulated Depreciation	January 2005 Net Book Value	July 2004 Net Book Value
Computer equipment	32,211	8,596	23,615	25,940
Leasehold improvements	19,771	6,041	13,730	16,476
Office equipment	9,680	1,839	7,841	8,712
	61,662	16,476	45,186	51,128

4.

Mineral Properties

	Cost	Accumulated Depletion	January 2005 Net Book Value	July 2004 Net Book Value
Raglan – deferred exploration payments	6,804,277	-	6,804,277	6,458,177
Raglan – Thundermin acquisition	88,651	-	88,651	88,651
Raglan – True North properties	76,398	-	76,398	-
McGarry – deferred exploration payments	54,993	-	54,993	54,993
Norton Lake – deferred exploration payments	271,465	-	271,465	173,864
Attwood & Ficht Lake – deferred exploration payments	461,513	-	461,513	461,513
Midway – deferred exploration payments	40,565	-	40,565	-
	7,797,862	-	7,797,862	7,237,198

During the quarter, mineral property expenditures and acquisitions totaled $112,695 (2004 - $123,038).

Cascadia International Resources Inc.

Notes to the Financial Statements

For the six months ended January 31, 2005

(Unaudited)

4.

Mineral properties (continued from previous page)

a) Raglan, Ungava Bay Properties in Quebec, Canada

During 2003, the Company entered into an Option Agreement (“Agreement”) with NovaWest Resources Inc. (“Novawest”) of Vancouver, Canada, whereby the Company may earn a 50% interest in the NovaWest’s 660 sq. km. (161,500 acre) Raglan Ni-Cu-PGM-Co Assemblage situated in northern Quebec. (the “Raglan Claims”).

Under the Agreement, the Company may earn its 50% interest in the Raglan Claims by paying Novawest $300,000 in cash and 1,500,000 in common shares of the Company over a three-year term as follows:

Cash payment schedule:

i)

$50,000 upon execution of the Agreement;

ii)

$100,000 on or before February 15, 2004; and

iii)

$150,000 on or before February 15, 2005.

Share payment schedule:

i)

250,000 shares upon execution of the Agreement;

ii)

500,000 shares on or before February 15, 2004; and

iii)

750,000 shares on or before February 15, 2005.

Associated with the completion of the share and cash payments and exploration expenditure advances under the Agreement, the Company will be required to pay a finder’s fee, payable as common shares of the Company, in year two and three of the Agreement. This finder’s fee is calculated as a percentage of the required exploration commitment and the market value of the common share payment based on the common share closing prices at April 30, 2004 and April 30, 2005. The accrual for the finder’s fee for the current year is $117,000.

The Company has committed to exploration expenditures of $3.2 million in year one, $4.3 million in year two, and $4.5 million in year three. The Company’s interest will vest 25% after meeting the first and second year’s combined commitments and a further 25% after meeting the third year’s commitments.

As part of an agreement for the Company to arrange a private placement for Novawest, the Company’s exploration commitment for year one was reduced by $1.0 million. The year two commitment of $4.3 million can be reduced by $1.5 million if warrants associated with the private placement are fully exercised.

Under the Agreement, Novawest will be the Operator. A Management Committee will be formed which is made up of five individuals, two from Novawest, two from the Company, and one independent.

Expenses, such as advance royalties, claim renewal fees, etc. incurred to maintain the 660 sq. km. (161,500 acre) Raglan Claims will be shared equally by both the companies. An agreed area of influence will cover the entire Cape Smith/Raglan Belt extending from Ungava Bay to the east and Hudson Bay to the west. The Company has been provided with the right to accelerate its earn-in, at its discretion, any time within the first two years, as well as an additional acceleration provision whereby the Company may accelerate its 50% earn-in immediately upon paying Novawest all unpaid cash, stock and exploration commitments. This second provision is intended to cover the Company should a third party wish to simultaneously buy-out the interests of both parties.

b) Thunder Project, Raglan, Ungava Bay Property in Quebec, Canada

During 2003, the Company and Novawest acquired a 100% interest in the 35-claim Thunder Project situated on the “Main” Raglan Trend just north-northeast of the present Raglan Claims.

The Company’s consideration is comprised of $25,000 cash and 129,900 common shares at a price of $0.49 per share for a total of $63,652 (Note 6). The common share consideration was accrued in accounts payable and accruals in the prior year.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the six months ended January 31, 2005

(Unaudited)

4.

Mineral properties (continued from previous page)

c)  McGarry Township Property, Kirkland Lake, Ontario, Canada

The Company and Consolidated PPM Development Corp. (“CPM”) have an option agreement pertaining to the 16 mining claims located in McGarry Township (“the Property”) east of Kirkland Lake, Ontario. Under the terms of the option agreement, the Company has agreed to spend not less than $500,000 on the Property over a period of forty-eight months. CPM completed the Phase 1 drilling program in 2001 and the Company resumed the Phase 2 drilling program and spent $4,857 during the year. The minimum expenditure requirement for the Phase 2 drilling program is $50,000.

d)  Norton Lake Property, Thunder Bay, Ontario

In October 2003, the Company optioned a 164 and 152 claim unit group in the Norton Lake area, Thunder Bay from East West Resource Corp. (“East West”) and Canadian Golden Dragon Resources Ltd. Under the terms of the option agreement, the Company has agreed to spend a minimum of $150,000 on drilling within 12 months of the agreement. During the year, the Company spent $173,864 thereby exceeding this requirement. The Company may earn the following interests in both claims groups:

·

51% by spending $1.5 million by November 1, 2010;

·

60% by completing a feasibility study to the standards of the Toronto Stock Exchange (“TSX”) by November 1, 2011;

·

70% by financing the property to production.

Option payments are to be made in stages, totaling $125,000 over 7 years commencing November 1, 2004. An option payment of $25,000 was paid upon the signing of the agreement.

e) Attwood & Ficht Lake Property, Armstrong, Ontario

In October 2003, the Company optioned a 290 claim unit property located 60 miles north of Armstrong, Ontario that covers 10 miles (16 km) of a greenstone belt containing numerous copper nickel-cobalt showings. The property is presently held 100% by East West subject to a 3% NSR to the original prospector vendors. Under the terms of the option agreement, the Company has agreed to spend a minimum of $100,000 drilling in the winter. During the year, the Company spent $461,513 thereby exceeding this requirement. The Company may earn the following interests in both groups:

·

51% by spending $1.0 million by November 1, 2010;

·

60% by completing a feasibility study to the standards of the TSX by November 1, 2011;

·

70% by financing the property to production.

Option payments to East West are to be made in stages, totaling $95,000 over 7 years. Payments to the underlying vendor, are to be made in stages, totaling $90,000 over 4 years. During the year, $30,000 was paid under these arrangements. After reviewing the data obtained during 2004, this property was returned to the vendors and all expenditures that were incurred were transferred to the Norton Earning Agreement.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the six months ended January 31, 2005

(Unaudited)

4.

Mineral properties (continued from previous page)

f)   True North Project, Ungava Bay Properties in Quebec, Canada

In April 2004, the Company acquired a 35% interest in the 30,774 acre True North Project on the north Raglan Trend in partnership with NovaWest Resources Inc. (35% interest). The acquisition of the True North property from Minera Capital is on condition of spending a minimum of $440,000 over 3 years split 50/50 between Cascadia and NovaWest Resources Inc. As at October 31, 2004, no expenditures have been incurred on this property.

g)   Midway Project, Thunder Bay, Ontario, Canada

An airborne EM survey was flown over the entire property which traced a number of basement conductors and the westward extent of conductors that occur on the adjoining Havoc claim group. These conductors form the primary uranium exploration targets that will determine future lease acquisitions. Cascadia intends to participate in this area with 100% ownership.

5.

Share capital

Authorized

Unlimited number of common shares, without nominal or par value

Unlimited number of non-voting common shares, without nominal or par value

Unlimited number of preferred shares, without nominal or par value

Issued

Common Shares	Number	Value
Balance ending, July 31, 2003	21,045,387	4,790,159
Flow through shares private placement (i)	4,000,000	2,000,000
Flow through shares private placement (ii)	1,000,000	500,000
Private placement (iii)	833,334	500,000
Warrants exercised	7,555,000	1,654,500
Options exercised	180,000	54,000
Thundermin payment (note 4b)	129,900	63,653
Raglan Claims option agreement – 2nd payment (note 4a)	500,000	270,000
Agent’s commission shares (i)	160,000	80,000
Share issue costs	-	(228,930)
Share issue costs – agent’s commission options	-	(311,575)
Effect of future income taxes on share issue costs	-	144,345
Effect of future income taxes on flow-through expenditures	-	(1,238,507)
Balance ending, July 31, 2004	35,403,621	8,277,645
Private placement (iv)	3,262,500	1,305,000
Warrants exercised	10,000	1,000
Share issue costs	-	(50,243)
Effect of future income taxes on flow-through expenditures	-	(451,530)
Effect of future income taxes on share issue costs	-	13,693
Balance ending, January 31, 2005	38,676,121	9,095,565

Cascadia International Resources Inc.

Notes to the Financial Statements

For the six months ended January 31, 2005

(Unaudited)

5.

Share capital (continued from previous page)

(i)

On September 19, 2003 the Company completed a private placement of 4,000,000 units at a price of $0.50 per unit for gross proceeds of $2,000,000 through its agent, First Associates, pursuant to a short-form offering document. Each unit consisted of one common share, issued on a “flow-through” basis under the Income Tax Act (Canada) and one share purchase warrant. Each share purchase warrant entitles the holder to acquire one additional common share at a price of $0.60 per share until September 2005. The Agent received 600,000 unit options at $0.50 per unit, and commissions of $80,000 cash and 160,000 common shares valued at $80,000. The proceeds will be used to incur eligible Canadian Exploration Expenses at Norton and Lindsay Bay in Northern Ontario.

(ii)

On December 23, 2003 the Company completed a private placement of 1,000,000 units at a price of $0.50 per unit for gross proceeds of $500,000. Each unit consisted of one common share to be issued on a “flow-through” basis under the Income Tax Act (Canada) and one common share purchase warrant. Each share purchase warrant entitles the holder to acquire one additional common share at a price of $0.60 per share until December 2005. The proceeds will be used to incur eligible Canadian Exploration Expenses at Norton and Lindsay Bay in Northern Ontario.

(iii)

On June 21, 2004, the Company completed a private placement with SIDEX of 833,334 shares at $0.60 per unit for gross proceeds of $500,000. Each unit will consist of one common share and one share purchase warrant. Each share purchase warrant entitles SIDEX to acquire one additional common share at a price of $0.75 per share until June 2006.

(iv)

On December 31, 2004, the Company completed a non-brokered private placement of 3,262,500 units at $0.40 per unit for gross proceeds of $1,305,000. Each unit consists of one common share issued on a “flow-through” basis under the Income Tax Act (Canada) and one-half of one common share purchase warrant, with each whole warrant exercisable for a period of 12 months at $0.60 per share. The flow through shares and warrants are subject to a four month hold period, expiring on May 1, 2005.

Stock options

The Company has a stock option plan under which the Board of Directors may grant options to directors, officers, other employees and key consultants. The purpose of the plan is to advance the interests of the Company by encouraging these individuals to acquire shares in the Company and thereby remain associated with, and seek to maximize the value of the Company. The options expire not more than five years from the date of grant, or earlier if the individual ceases to be associated with the Company.

Number of Options
Price Range ($) Weighted Average Price ($)
Expiry Date

Balance ending, July 31, 2003	2,069,538		0.30	0.30	2008
Issued	1,573,000	0.50 –	-0.59	0.54	2008
Exercised	(180,000)		0.30	0.30	2008
Balance ending, July 31, 2004	3,462,538	0.30 –	-0.50	0.34	2008
Issued	407,000	0.29 –	-0.40	0.38	2008
Balance ending, January 31, 2005	3,869,538	0.29 –	-0.59	0.41	2008

Cascadia International Resources Inc.

Notes to the Financial Statements

For the six months ended January 31, 2005

(Unaudited)

5.

Share capital (continued from previous page)

Agent options

The Company also has a stock option plan under which the Board of Directors may grant options to agents of the Company.

	Number of Options	Price Range ($)		Weighted Average Price ($)	Expiry Date
Balance ending July 31, 2002	-		-	-	-
Issued	1,200,000		0.30	0.30	2008
Balance ending, July 31, 2003	1,200,000		0.30	0.30	2008
Issued	600,000		0.50	0.50	2008
Balance ending, July 31, 2004 & January 31, 2005	1,800,000	0.30 –	0.50	0.36	2008

The 1,800,000 agent options outstanding have an estimated fair value of $311,576, recognized as an increase to share issue costs. The fair value of these options granted was estimated at the date of grant using the Black-Scholes option

pricing model with the following weighted average assumptions: Risk free interest rate (%)	4.50%
Expected volatility (%)	100.00%
Expected life (years)	1 to 2

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable measure of the fair value of the Company’s stock options.

Warrants

In relation to private placements, the Company has the following warrants outstanding:

	Number of Warrants	Price Range($)	Weighted Average Price ($)	Expiry Date
Balance ending, July 31, 2003	13,750,000	0.10 – 0.40	0.26	2004 – 2005
Issued	6,593,334	0.60 – 0.75	0.62	2005 – 2006
Exercised	(7,555,000)	0.10 – 0.40	0.22
Balance ending, July 31, 2004	12,788,334	0.10 – 0.75	0.51	2004 – 2006
Exercised	(10,000)	0.10	0.10
Balance ending, January 31, 2005	12,778,334	0.10 – 0.75	0.51	2004 - 2006

Cascadia International Resources Inc.

Notes to the Financial Statements

For the six months ended January 31, 2005

(Unaudited)

6.

Stock-Based compensation

The Company accounts for stock options granted to directors, officers, employees and consultants using the “fair value method”, whereby compensation is recorded equal to the fair value of the option granted over the term of vesting. During the fiscal year ended July 31, 2004, 1,573,000 options with an estimated fair value of $646,012 were granted. The fair value of options granted during 2004 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

Risk free interest rate (%)	4.50%
Expected volatility (%)	100.00%
Expected life (years)	1 to 2

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable measure of the fair value of the Company’s stock options.

7.

Per share amounts

Basic loss per share is calculated using the weighted average number of shares outstanding for the period. For purposes of the calculation, the weighted average number of shares outstanding was 35,960,020 (January 31, 2004 – 26,012,721).

Diluted per common share amounts have not been presented, as any effect is antidilutive.

8.

Financial instruments

On November 30, 2004 the Company announced that it has accepted the terms and conditions for Credit Facilities as offered by the National Bank of Canada. The revolving term loan has a maximum available credit of $500,000, bearing interest at prime plus two percent per annum, requiring repayment of interest only. By December 31, 2004 the outstanding amount of this Credit Facility was repaid and the Credit Facility terminated.

The Company, as part of its operations, carries a number of financial instruments. It is management's opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments.

Fair value of financial instruments

The fair value of cash, accounts receivable, accounts payable and accruals approximates their carrying value due to the short-term maturities of these financial instruments.

9.

Related party transactions

During the first half, the Company has a payable to Yangarra Resources Inc. (“Yangarra”) of $41,612 (2004 - $76,855) for rent, supplies and office services. Yangarra is a public oil and gas company based in Calgary, Alberta. James G. Evaskevich, the President and a director of the Company is also the President, Chief Executive Officer and a director of Yangarra Resources Inc.

During the year, the Company had transactions related to administration and consulting of $43,840 with companies controlled by certain of the Company’s officers and directors.

An aggregate of $7,321 is payable to Burstall Winger LLP for legal fees and disbursements. A director of the Company is a partner of Burstall Winger LLP.

The transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Cascadia International Resources Inc.

Notes to the Financial Statements

For the six months ended January 31, 2005

(Unaudited)

10. Subsequent events

On March 3, 2005 the Company announced that it has made an offer to Novawest Resources Inc. to purchase its interest in the original Raglan property assemblage, the True North property and the Thunder property, all of which are located in Quebec. The offer has been presented to the Board of Directors of Novawest and its President for consideration. Cascadia has offered to purchase the properties for a purchase price of $4,000,000 to be payable by the issuance of 10,000,000 common shares of Cascadia from treasury with a deemed value of $0.40 per share. The closing price of the common shares of Cascadia on TSX Venture on March 2, 2005 was $0.29 per share. A condition of the offer is that the Cascadia Shares be distributed to the shareholders of Novawest on a pro rata basis as a dividend or a return of capital. Novawest’s book value for the assets of the Raglan property is less than $2 million based on publicly filed statements. Th e offer is open to acceptance until April 16, 2005 and is subject to the receipt of all necessary regulatory approval and the completion of due diligence by Cascadia. Cascadia’s management believes that the current impasse between Cascadia and NovaWest over the terms of the option agreement is not in the best interest of either group of shareholders. The offer to Novawest gives the shareholders of both companies the opportunity to have an effective 2005 exploration program in Raglan, Quebec and allows Novawest shareholders to continue to participate in the Raglan through its ownership of Cascadia shares.

On February 4, 2005 the Company announced that its election to participate in the third year of the Raglan Option agreement due February 15, 2005, between Cascadia and Novawest Resources Inc. has been deferred by Cascadia. Cascadia was not in a position to make its election at that time due to default conditions on the part of Novawest on a number of requirements of the Option Agreement.

Under the Option Agreement, Novawest is responsible for all expenditures exceeding 20% of the annual budget as set by the Management Committee. Therefore, Cascadia has demanded that Novawest refund Cascadia $132,985 immediately and review with Cascadia an additional $108,176 in expenditures for which Cascadia also demands repayment from Novawest. In addition, Cascadia has advised Novawest that a Joint Operating Agreement remains to be signed by Novawest as prescribed by the Option Agreement. Furthermore, several mining claims appeared to have been lost by Novawest without explanation or remedy. Also, Cascadia is currently conducting an audit of the first two years’ expenditure on Raglan by Novawest. Cascadia has also requested a response from Novawest to queries with respect to the implementation of the 2004 exploration season as planned by the Management Committee. In addition, Cascadia is also mystified by the outstanding invo ices totaling $58,123 mentioned in Novawest’s press release dated February 25, 2005 as a review of Cascadia’s documents fail to reveal any invoice or prior notification of these amounts by Novawest to Cascadia.

Cascadia continues to have a high degree of confidence in the Raglan exploration play and it is Cascadia’s intention, at this time, to have a 2005 exploration program in place in time for a summer project. Cascadia currently owns 25% of the original Raglan assemblage, 35% of the True North block, and 50% of the Thunder Block.

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.

Cascadia International Resources Inc.

Registrant

Dated:  April 5, 2005            Signed: /s/ James Evaskavich

James Evaskavich

President and Director                                                                                          

#

EX-3

Cascadia Incorporation Documents

EX-23

EX-20

#

INFORMATION CIRCULAR

CASCADIA INTERNATIONAL RESOURCES INC.

Suite 1530, 715 – 5^th Avenue S.W.

Calgary, Alberta T2P 2X6

PERSONS MAKING THE SOLICITATION

THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF CASCADIA INTERNATIONAL RESOURCES INC. (THE “CORPORATION”) FOR USE AT THE ANNUAL AND SPECIAL MEETING OF THE CORPORATION’S SHAREHOLDERS TO BE HELD ON WEDNESDAY, FEBRUARY 9, 2005 AT 3:00 P.M. (CALGARY TIME) AT THE OFFICES OF THE CORPORATION, SUITE 1530, 715 – 5^TH AVENUE S.W., CALGARY, ALBERTA (THE “MEETING”) AND AT ANY ADJOURNMENT THEREOF FOR THE PURPOSES SET OUT IN THE ACCOMPANYING NOTICE OF MEETING.  Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally, by telephone or other personal contact by directors, officers, employees or agents of the Corporation.  Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward proxy solicitation m aterial to the beneficial owners of the common shares of the Corporation (the “Common Shares”) pursuant to the requirements of National Instrument 54-101.  The costs of any such solicitation will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals named in the accompanying form of proxy are directors or officers of the Corporation.  A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) OTHER THAN JAMES G. EVASKEVICH AND JOHN F. K. AIHOSHI, THE MANAGEMENT DESIGNEES, TO ATTEND AND REPRESENT THE SHAREHOLDER AND ACT ON THE SHAREHOLDER’S BEHALF AT THE MEETING.  Such right may be exercised by inserting in the blank space provided in the form of proxy, the name of the person to be designated and striking out the printed names of the management designees, or by completing another proper form of proxy.  A Proxy will not be valid unless the completed, dated and signed form of proxy is delivered to CIBC Mellon Trust Corporation, 600 The Dome Tower, 333 – 7^th Avenue S.W., Calgary, Alberta, T2P 2Z1, not less than 48 hours (excluding Saturdays, Sundays and holidays) preceding the Meeting o r any adjournment of the Meeting.

A shareholder who has given a Proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy, prior to the revocation.  A shareholder may revoke a proxy by depositing an instrument in writing, executed by him or his attorney authorized in writing, or, if the shareholder is a corporation, under its corporate seal or signed by a duly authorized officer or attorney for the corporation:

1.

at the offices of the registrar and transfer agent of the Corporation, CIBC Mellon Trust Company, 600 The Dome Tower, 333 – 7^th Avenue S.W., Calgary, Alberta T2P 2Z1, at any time, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or an adjournment of the Meeting at which the proxy is to be used; or

2.

at the registered office of the Corporation, Suite 3100, 324 – 8th Avenue SW, Calgary, Alberta, T2P 2Z2, at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used; or

3.

with the chairman of the Meeting on the day of the Meeting or an adjournment of the Meeting.

In addition, a proxy may be revoked by the shareholder executing another form of proxy bearing a later date and depositing same at the offices of the registrar and transfer agent of the Corporation within the time period set out under the heading "Voting of Proxies", or by the shareholder personally attending the Meeting and voting his Shares.

VOTING OF PROXIES AND EXERCISE OF DISCRETION

All Common Shares represented at the meeting by properly executed Proxies will be voted on any poll by the persons named in the Proxy and, where a choice with respect to any matter to be acted upon has been specified in the Proxy, the shares represented thereby will, on a poll, be voted or withheld from voting in accordance with such specifications.  IN THE ABSENCE OF ANY SUCH SPECIFICATION BY THE SHAREHOLDER, SUCH SHARES WILL, ON A POLL, BE VOTED IN FAVOUR OF ALL THE MATTERS SET OUT HEREIN.

The enclosed Form of Proxy confers discretionary authority upon the management designees, or other persons appointed as proxyholders thereunder with respect to any amendments to or variations of matters identified in the Notice of Meeting and with respect to any other matters which may properly come before the Meeting.  At the time of the printing of this Information Circular, the management of the Corporation knows of no such amendments, variations or other matters which may come before the Meeting other than matters referred to in the Notice of Meeting.

ADVICE TO BENEFICIAL

SHAREHOLDERS ON VOTING THEIR COMMON SHARES

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders do not hold Common Shares in their own name.  Shareholders who do not hold their shares in their own name (“Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting.  If Common Shares are listed in an account statement provided to a shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the shareholder’s name on the records of the Corporation.  Such Common Shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker.  In Canada, most of such shares are registered under the name of CDS & Co. (the nominee of The Canadian Depository for Securities Limited, which acts as depository for many Canadian brokerage firms).  Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder.  Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker’s clients.  Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Intermediaries/brokers are required to seek voting instructions from Beneficial Shareholders in advance of shareholders’ 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 to ensure that their Common Shares are voted at the Meeting.  Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered shareholders.  However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) as to the manner in which to vote on behalf of the Beneficial Shareholder.  The majority of brokers delegate responsibility for obtaining instructions from clients to ADP Investor Communications Services ("ADP").  ADP typically applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and asks 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 a meeting.  A Beneficial Shareholder receiving a proxy with an ADP sticker on it cannot use that proxy to vote Common Shares directly at the Meeting.  The proxy must be returned to ADP well in advance of the Meeting to have the Common Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker (or an agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity.  Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form 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 agent), well in advance of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Corporation is authorized to issue an unlimited number of Common Shares, without nominal or par value, of which, as at the date hereof, 38,676,121 fully paid and non-assessable Common Shares are issued and outstanding and entitled to vote at the Meeting on the basis of one vote for each Common Share held.  The Corporation has no other classes of voting securities.

The holders of Common Shares of record at the close of business on the record date, set by the directors of the Corporation to be January 7, 2005 (the “Record Date”), are entitled to vote such Common Shares at the Meeting, except to the extent that:  (i) such person transfers ownership of any of his or her shares after the Record Date; (ii) the transferee of those shares produces properly endorsed share certificates or otherwise establishes his or her ownership to the shares; and (iii) makes a demand to the Registrar and Transfer Agent of the Corporation, not later than 10 days before the Meeting, that his or her name be included on the shareholders’ list, in which case the transferee is entitled to vote his or her shares at the Meeting.

The By-Laws of the Corporation provide that two (2) shareholders present or represented by proxy and holding not less than 10% of the shares entitled to vote at the Meeting constitute a quorum for the Meeting.

To the knowledge of the directors and senior officers of the Corporation, as of the date hereof, no persons beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Corporation’s directors, the only matters to be placed before the Meeting are those matters set forth in the accompanying notice of Meeting relating to:  (i) the receipt of the financial statements and auditors’ report thereon; (ii) the fixing of the number of directors to be elected at the Meeting at five (5) and the election of directors; (iii) the appointment of auditors; and (iv) the approval of the Corporation’s incentive stock option plan.

I.

Receipt of Financial Statements

The directors will place before the Meeting the consolidated financial statements for the financial year ended July 31, 2004 together with the auditors' report thereon, [which are included in the annual report of the Corporation for the year ended July 31, 2004 (the "Annual Report").  The Annual Report has been sent to the shareholders with this Information Circular.]

II.

Election of Directors

The board of directors presently consists of five (5) directors, all of whom are elected annually.  It is proposed that the number of directors for the ensuing year also be fixed at five (5).  It is proposed that the persons named below will be nominated at the Meeting.  Each director elected will hold office until the next annual meeting of shareholders or until his successor is duly elected or appointed pursuant to the by-laws of the Corporation, unless his office is earlier vacated in accordance with the provisions of the Business Corporations Act (Alberta) or the Corporation’s by-laws.  It is the intention of the management designees, if named as proxy, to vote FOR the election of said persons to the board of directors.  Management does not contemplate that any of such nominees will be unable to serve as directors; however, if, for any reason any of the propose d nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his or her proxy that his or her Common Shares are to be withheld from voting in the election of directors.

The following information relating to the nominees as directors is based on information received by the Corporation from said nominees.

Name and Municipality of Residence and Position with the Corporation	Principal Occupation For the Last Five Years	Number and Percentage of Common Shares Beneficially Owned or Controlled(1)
James G. Evaskevich (4) Kirriemuir, Alberta President and Director	President of Yangarra Resources Inc. since 2002; Chairman of the Board of TriOil Ltd. Since August 2004,  Vice-President, Operations of Glacier Ridge Resources Ltd., a private oil and gas exploration company, from October 2000 to July 2003, President of Grassy Island Ranch Ltd. Since 1981.	3,457,003 (8.9%)(2)
Gordon A. Bowerman (4) Calgary, Alberta Director	President of Cove Resources Ltd., a private company, since 1987, President of Colonia Corporation since April 2004.	3,139,500 (8.1%)(3)
Robert S. Middleton Calgary, Alberta Vice-President, Exploration	Exploration Manager, Maple Minerals Corp., since March 2002; Exploration Manager, Canadian Golden Dragon Resources Ltd., since 1998; Exploration Manager, East West Resources Corporation, since 1992.	0
Douglas M. Stuve(4) Calgary, Alberta Corporate Secretary	Partner with Burstall Winger LLP	83,000 (0.2%)]
Glenn Mullan	Chairman of the Board of Canadian Royalties Inc. since July 2003, President/CEO and Director of Canadian Royalties from 1998 to July 2003, President and CEO of Golden Valley Mines Ltd. Director of the Association d’Exploration Minerale du Quebec (AEMQ)	0

Notes:

(1)

Based on [38,676,121] Common Shares issued and outstanding as of the date of this Information Circular.

(2)

Includes 1,165,000 Common Shares owned by the spouse of Mr. Evaskevich.

(3)

Includes 270,000 Common Shares owned by the spouse of Mr. Bowerman and 322,000 ownded byCove Resources Ltd.

(4)

Member of the Corporation’s audit committee.  

III.

Appointment of Auditors

The management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy for the appointment of Meyers Norris Penny LLP, Charted Accountants of Calgary, Alberta (“MNP”) as auditors of the Corporation at a remuneration to be fixed by the board of directors, unless a shareholder has specified in his or her proxy that his or her shares are to be withheld from voting on the appointment of auditors.  MNP have been the auditors of the Corporation since December 1, 2003.  Prior thereto, Arthur Lam, Chartered Accountant of Vancouver, British Columbia, were the auditors of the Corporation, from May 9, 2002 to December 1, 2003, at which time Arthur Lam resigned.  The directors of the Corporation appointed MNP as replacement auditors effective December 1, 2003.

The management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy FOR the appointment of MNP as auditors of the Corporation at remuneration to be fixed by the board of directors.

IV.

Approval of Stock Option Plan

In August of 2002 the TSX Venture Exchange Inc. (the “Exchange”) amended its policies to require that all listed companies adopt a stock option plan.  At the Corporation’s last annual and special meeting, held on January 26, 2004, the shareholders of the Corporation approved the Corporation’s current incentive stock option plan (the “Stock Option Plan”).  Under the Stock Option Plan, the Corporation’s board of directors may grant up to 10% of the issued number of shares outstanding at the date of the stock option grant.  On this basis, the Stock Option Plan has been operated as a “Rolling Plan”, which must be approved on an annual basis.  Accordingly, shareholders will be asked at the Meeting to vote on a resolution to adopt the Rolling Plan (the “Plan”), for the ensuing year, in the form attached as Schedule "A" hereto.

The Plan provides that the board of directors of the Corporation may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation, or any subsidiary of the Corporation, the option to purchase Common Shares.  The Plan provides for a floating maximum limit of 10% of the outstanding Common Shares, as permitted by the Policies of the Exchange.  As at the date hereof, this represents 3,867,612 Common Shares available under the Plan.  To date, options to purchase a total of 3,869,538 Common Shares have been issued to directors, officers, employees and consultants of the Corporation.

The number of Common Shares reserved for any one person may not exceed 5% of the outstanding Common Shares.  The board of directors determines the price per Common Share and the number of Common Shares that may be allotted to each director, officer, employee and consultant and all other terms and conditions of the options, subject to the rules of the Exchange.  The price per Common Share set by the directors is subject to minimum pricing restrictions set by the Exchange.

Options may be exercisable for up to five years from the date of grant, but the board of directors has the discretion to grant options that are exercisable for a shorter period.  Options under the Plan are non-assignable.  If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant, the option shall be limited to the number of Common Shares purchasable by him immediately prior to the time of his cessation of office or employment and he shall have no right to purchase any other Common Shares.  Options must be exercised within 90 days of termination of employment or cessation of position with the Corporation, provided that if the cessation of office, directorship, consulting arrangement or employment was by reason of death or disability, the option must be exercised within one year, subject to the expiry date.

A complete copy of the Plan is attached as Schedule "A" to this Information Circular.  The Plan is subject to approval by the Exchange and subject to approval by the shareholders of the Corporation, as required by the rules of the Exchange.

At the Meeting, the shareholders will be asked to approve the following resolution:

"BE IT RESOLVED THAT:

(a)

the incentive stock option plan of the Corporation, as described in and attached as Appendix "A" to the Information Circular of the Corporation dated January 10, 2005, be and is hereby ratified and approved; and

(b)

any one director or officer of the Corporation be authorized to make all such arrangements, to do all acts and things and to sign and execute all documents and instruments in writing, whether under the corporate seal of the Corporation or otherwise, as may be considered necessary or advisable to give full force and effect to the foregoing."

If named as proxy, the management designees intend to vote the Common Shares represented by such proxy FOR approval of the Plan, unless otherwise directed in the instrument of proxy.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

During the financial year ended July 31, 2004, the Corporation had two (2) Named Executive Officers (as defined in the notes to the table below): James G. Evaskevich, the President and Chief Executive Officer of the Corporation and John F.K. Aihoshi, the Chief Financial Officer and Corporate Secretary of the Corporation.  The aggregate cash compensation paid to the Named Executive Officers by the Corporation for services rendered in the last fiscal year was $ 160,375.  The following table sets forth all compensation paid to the Corporation’s Named Executive Officers for services in all capacities to the Corporation for the three most recently completed financial years.  

Summary Compensation Table

		Annual Compensation			Long-Term Compensation
					Awards		Payouts
Name and Principal Position	Financial Year Ended	Salary ($/yr.)	Bonus ($)	Other Annual Compensation ($)	Securities Under Options/SARs(2) Granted (#)	Restricted Shares or Restricted Share Units ($)	LTIP (3) Payouts ($)	All Other Compensation(1) ($)
James G. Evaskevich President and Chief Executive Officer	July 31/04 July 31/03 July 31/02	Nil Nil Nil	100,000 Nil Nil	Nil Nil Nil	468,500 1,034,769	Nil	Nil Nil Nil	Nil Nil Nil

#

#

John F.K. Aihoshi Chief Financial  Officer and Corporate Secretary
July 31/04
July 31/03
July 31/02
60,375
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
330,000
100,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil

Notes:

(a)

The value of perquisites and other personal benefits do not exceed the lesser of $50,000 and 10% of the total of the annual salary and bonus for the Name Executive Officers.

(b)

The Named Executive Officers have an aggregate of 1,933,269 outstanding stock options and no shares are reserved under SARs.  “SARs”  means stock appreciation rights.

(c)

“LTIP” means long-term incentive plan.

(d)

“Named Executive Officer” means an individual who served as Chief Executive Officer (“C.E.O.”) of the Corporation or Chief Financial Officer (“C.F.O.”) of the Corporation or acted in a similar capacity during the most recently completed financial year and each of the Corporation’s four most highly compensated executive officers other than the C.E.O. and C.F.O. at the end of the most recently completed financial year whose total salary and bonus exceeded $150,000.

Incentive Stock Options

The Stock Option Plan is described above, under the heading “Particulars of Matters to be Acted Upon –  Approval of Stock Option Plan”.

Option Grants During the Last Financial Year

The following table sets forth, in reverse chronological order, information in respect of all stock options granted to the Named Executive Officers during the financial year ended July 31, 2004.  The Corporation granted no SARs during the financial year ended July 31, 2004.

Name	Securities Under Options Granted	% of Total Options Granted in Financial Year	Average Exercise Price ($ security)	Market value of securities Underlying Options on the Date of Grant ($/share)	Expiration Date
James G. Evaskavich	280,000	17.8%	0.59	0.59	June 30, 2009
	78,500	5.0%	0.50	0.50	Feb 2, 2009
	110,000	7.0%	0.50	0.50	Sept 29, 2008
John F.K. Aihoshi	100,000	6.3%	0.59	0.59	June 30, 2009
	78,500	5.0%	0.50	0.50	Feb 2, 2009
	50,000	3.2%	0.50	0.50	Sept 29, 2008

Options Repriced During The Most Recently Completed Financial Year

During the financial year ended July 31, 2004, no stock options previously granted to the Named Executive Officers were repriced.

Aggregated Options Exercised in the Last Financial Year

And Financial Year End Option Values

The following table sets forth, information in respect of all stock options which were exercised by the Named Executive Officers during the financial year ended July 31, 2004 and the financial year-end value of unexercised options on an aggregate basis.

Name	Securities  Acquired on  Exercise	Aggregate Value  Realized ($)	Unexercised Options as at Financial Year End Exercisable/Unexercisable	Value of Unexercised In-the- Money Options(1) Exercisable/Unexercisable
James G. Evaskevich	0	0	1,503,269 / 0	$175,910/ N/A
John F.K. Aihoshi	0	0	430,000 / 0	$17,000 / N/A

Note:

(1)

Value is determined by calculating the difference between $0.47, the closing price of the Common Shares on the last day they traded prior to July 31, 2004 and the exercise price of the options, and then multiplying the difference by the number of Common Shares under option at the financial year end.

Long Term Incentive Plans

Other than the Stock Option Plan, the Corporation does not have any pension, retirement or other plans which provide compensation intended to serve as incentive of executive officers for performance to occur over a period longer than one year.  There were no long-term incentive awards made to the Named Executive Officer or any directors of the Corporation for the financial year ended July 31, 2004.

Termination of Employment or Change of Control

There is no plan or arrangement in respect of compensation received or that may be received by the Corporation’s Named Executive Officer in the most recently completed financial year with a view to compensating such officer in the event of termination of their employment or a change of responsibilities following a change in control.

Other Compensation

Other than as herein set forth, the Corporation has not paid any additional compensation to its Named Executive Officers or any of its directors during the financial year ended July 31, 2004.

Compensation of Directors and Officers

During the financial year ended July 31, 2004, no compensation was paid by the Corporation to directors for services rendered in their capacities as directors (other than reimbursement of their expenses by the Corporation).  The Corporation rewards its directors primarily through incentive stock options.  No stock options were exercised by directors of the Corporation in the financial year ended July 31, 2004.  

The following options were granted to directors and officers of the Corporation, other than the Named Executive Officers, during the financial year ended July 31, 2004.  Information in respect of the Named Executive Officers is contained above under “Option Grants During the Most Recently Completed Financial Year”.

Name	Shares Under Options Granted (#)	% of Total Options Granted in Financial Year	Exercise Price ($/Share)	Market Value of Securities Underlying Options on the Date of Grant ($/Share)	Expiration Date
Gordon Bowerman	50,000	3.0 %	0.50	0.50	Sep 29, 2008
	30,000	1.9 %	0.59	0.59	Jun 30, 2009
Robert Middleton	200,000	12.7 %	0.50	0.50	Sep 29, 2008
	50,000	3.0 %	0.50	0.50	Feb 2, 2009
	60,000	3.8 %	0.59	0.59	Jun 30, 2009
Douglas Stuve	16,000	1.0 %	0.50	0.50	Sep 29, 2008
	20,000	1.2 %	0.50	0.50	Feb 2 , 2009
	20,000	1.2 %	0.50	0.50	Jun 30, 2009

MANAGEMENT CONTRACTS

Management functions of the Corporation are performed by the senior officers of the Corporation and are not to any substantial degree performed by any other person or corporation. Other than the Corporation’s directors and senior officers, the Corporation has not engaged any person or company to provide management services to the Corporation.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

During the last completed fiscal year, no director, executive officer, senior officer or nominee for director of the Corporation or any of their associates has been indebted to the Corporation or any of its subsidiaries, nor has any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support in agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

There are no material interests, direct or indirect, of any insider of the Corporation, any proposed nominee for election as a director of the Corporation or any associate or affiliate of any such person in any transaction during the financial year ended July 31, 2004, or in any proposed transaction, that has materially affected or would materially affect the Corporation.

Douglas M. Stuve, a director of the Corporation is a partner of the law firm Burstall Winger LLP, which firm has provided and continues to provide legal services to the Corporation in the ordinary course of business.

LEGAL PROCEEDINGS

The directors and senior officers of the Corporation are not aware of any material litigation outstanding, threatened or pending, as of the date hereof by or against the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

For the purpose of this paragraph, “Person” shall include each person:  (a) who has been a director, senior officer or insider of the Corporation at any time since the commencement of the Corporation’s last financial year; (b) who is a proposed nominee for election as a director of the Corporation; or (c) who is an associate or affiliate of a person included in subparagraphs (a) or (b). Except as disclosed herein, no Person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting.

OTHER BUSINESS

Management is not aware of any matters to come before the Meeting other than those set forth in this Information Circular and the accompanying Notice of Meeting.  If any other matter properly comes before the Meeting, it is the intention of the persons named in the Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

GENERAL

Unless otherwise indicated, all matters referred to herein for approval by the shareholders of the Corporation require a majority of the votes cast by holders of Common Shares, collectively, who are present in person or by proxy at the Meeting.

It is the intention of the management designees, if named as proxy, to vote in favour of all the matters referred to herein, unless otherwise directed in the Instrument of Proxy.

Unless otherwise stated, the information contained herein is given as of January 10, 2005.

CERTIFICATE

The foregoing contains no untrue statement of a 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 is made.

“James G. Evaskevich”

“John F.K. Aihoshi”

James G. Evaskevich

John F.K. Aihoshi

President and Chief Executive Officer

Chief Financial Officer and Corporate Secretary

#

Schedule “A”

STOCK OPTION PLAN

1.

Purpose

The purpose of the Plan is to provide an incentive to the directors, officers, employees, consultants and other personnel of the Corporation or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract to and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

2.

Definitions and Interpretation

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a)

"Board of Directors" means the Board of Directors of the Corporation;

(b)

"Corporation" means Cascadia International Resources Inc. and any successor company and any reference herein to action by the Corporation means action by or under the authority of its Board of Directors or a duly empowered committee appointed by the Board of Directors;

(c)

"Discounted Market Price" means the last per share closing price for the Share(s) on the Exchange before the date of grant of an Option, less any applicable discount under Exchange Policies;

(d)

"Exchange" means the TSX Venture Exchange Inc. or any other stock exchange on which the Share(s) are listed;

(e)

"Exchange Policies" means the policies of the Exchange, including those set forth in the Corporate Finance Manual of the Exchange;

(f)

"Insider" has the meaning ascribed thereto in Exchange Policies;

(g)

"Option" means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Share(s) from treasury at a price determined by the Board of Directors;

(h)

"Option Period" means the period determined by the Board of Directors during which an Optionee may exercise an Option, not to exceed the maximum period permitted by the Exchange, which maximum period is five (5) years and ten (10) years from the date the Option is granted based on the Corporation being a Tier 2 Issuer or a Tier 1 Issuer, respectively;

(i)

"Optionee" means a person who is a director, officer, employee, consultant or other personnel of the Corporation or a subsidiary of the Corporation; a company wholly-owned by such persons; or any other individual or body corporate who may be granted an option pursuant to the requirements of the Exchange, who is granted an Option pursuant to this Plan;

(j)

"Plan" shall mean the Corporation’s incentive stock option plan as embodied herein and as from time to time amended; and

(k)

"Share(s)" means common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified;

Capitalized terms in the Plan that are not otherwise defined herein shall have the meaning set out in the Exchange Policy, including without limitation “Consultant”, "Employee", "Insider", "Investor Relations Activities", "Management Company Employee", "Tier 1 Issuer" and "Tier 2 Issuer".

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

3.

Administration

The Plan shall be administered by the Board of Directors.  The Board of Directors shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of the Plan.  All decisions and interpretations made by the Board of Directors shall be binding and conclusive upon the Corporation and on all persons eligible to participate in the Plan, subject to shareholder approval if required by the Exchange.  Notwithstanding the foregoing or any other provision contained herein, the Board of Directors shall have the right to delegate the administration and operation of the Plan to a special committee of directors appointed from time to time by the Board of Directors, in which case all references herein to the Board of Directors shall be deemed to refer to such committee.

4.

Eligibility

The Board of Directors may at any time and from time to time designate those Optionees who are to be granted an Option pursuant to the Plan and grant an Option to such Optionee.  Subject to Exchange Policies and the limitations contained herein, the Board of Directors is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine.  No Option shall be granted to any person except upon recommendation of the Board of Directors.  A person who has been granted an Option may, if he is otherwise eligible and if permitted by Exchange Policies, be granted an additional Option or Options if the Board of Directors shall so determine.  Subject to Exchange Policies, the Corporation shall represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee (as such terms are defined in Exchange Policies) in respect of O ptions granted to such Optionees.

5.

Participation

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee’s relationship or employment with the Corporation.

Notwithstanding any express or implied term of this Plan or any Option to the contrary, the granting of an Option pursuant to the Plan shall in no way be construed as conferring on any Optionee any right with respect to continuance as a director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director or officer of or a consultant to the Corporation or any of its subsidiaries, where the Optionee at the same time becomes or continues to be a director, officer or full-time employee of or a consultant to the Corporation or any of its subsidiaries.

No Optionee shall have any of the rights of a shareholder of the Corporation in respect to Share(s) issuable on exercise of an Option until such Share(s) shall have been paid for in full and issued by the Corporation on exercise of the Option, pursuant to this Plan.

6.

Share(s) Subject to Options

The number of authorized but unissued Share(s) that may be issued upon the exercise of Options granted under the Plan at any time plus the number of Share(s) reserved for issuance under outstanding incentive stock options otherwise granted by the Corporation shall not exceed 10% of the issued and outstanding Share(s) on a non-diluted basis at any time, and such aggregate number of Share(s) shall automatically increase or decrease as the number of issued and outstanding Share(s) changes.  The Options granted under the Plan together with all of the Corporation’s other previously established stock option plans or grants, shall not result at any time in:

(a)

the number of Share(s) reserved for issuance pursuant to Options granted to Insiders exceeding 10% of the issued and outstanding Share(s);

(b)

the grant to Insiders within a 12 month period, of a number of Options exceeding 10% of the outstanding Share(s); or

(c)

the grant to any one (1) Optionee within a twelve-month period, of a number of Options exceeding 5% of the issued and outstanding Share(s).

Subject to Exchange Policies, the aggregate number of Share(s) reserved for issuance to any one (1) Optionee under Options granted in any 12 month period shall not exceed 5% of the issued and outstanding Share(s) determined at the date of grant (or 2% of the issued and outstanding Share(s) in the case of an Optionee who is a Consultant or an Employee conducting Investor Relations Activities (as such terms are defined in Exchange Policies)).

Appropriate adjustments shall be made as set forth in Section 14 hereof, in both the number of Share(s) covered by individual grants and the total number of Share(s) authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation.

If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Share(s) subject thereto shall again be available for the purpose of the Plan.

7.

Option Agreement

(a)

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Share(s) subject to option, the exercise price and any other terms and conditions approved by the Board of Directors, all in accordance with the provisions of this Plan (herein referred to as the "Stock Option Agreement").  The Stock Option Agreement will be in such form as the Board of Directors may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

(b)

The Board of Directors may require any Optionee to agree in the Stock Option Agreement that the Optionee, if so requested by the Corporation or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Corporation under the United States Securities Act of 1933, as amended (the "1933 Act"), Optionee shall not sell or otherwise transfer any Share(s) or other securities of the Corporation for a period of up to 180 days (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Corporation) following the effective date of a registration statement of the Corporation filed under the 1933 Act.

8.

Option Period and Exercise Price

Each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which shall be the date of the expiry of the Option Period (the "Expiry Date"), subject to earlier termination as provided in Sections 10 and 11 hereof.

Subject to Exchange Policies and any limitations imposed by any relevant regulatory authority, the exercise price of an Option granted under the Plan shall be as determined by the Board of Directors when such Option is granted and shall be an amount at least equal to the Discounted Market Price of the Share(s).

9.

Exercise of Options

An Optionee shall be entitled to exercise an Option granted to him at any time prior to the expiry of the Option Period, subject to Sections 10 and 11 hereof and to vesting limitations which may be imposed by the Board of Directors at the time such Option is granted.  Subject to Exchange Policies, the Board of Directors may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

The exercise of any Option will be conditional upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Share(s) in respect of which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Share(s) with respect to which the Option is being exercised.

Share(s) shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Share(s) pursuant thereto shall comply with all relevant provisions of applicable securities law, including, without limitation, the 1933 Act, the United States Securities and Exchange Act of 1934, as amended, applicable U.S. state laws, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or consolidated stock price reporting system on which prices for the Share(s) are quoted at any given time.  As a condition to the exercise of an Option, the Corporation may require the person exercising such Option to represent and warrant at the time of any such exercise that the Share(s) are being purchased only for investment and without any present intention to sell or distribute such Share(s) if, in the opinion of counsel for the Corporation, such a representation is required by law.

The certificates representing any Share(s) issued to a "U.S. person" (as defined in Rule 902 of Regulation S under the 1933 Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. person, and any partnership or company organized or incorporated under the laws of the United States) shall, until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, bear a legend in substantially the following form:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION .  DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.  AT ANY TIME THE CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED FROM THE APPLICABLE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE CORPORATION AND THE APPLICABLE TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE 1933 ACT."

10.

Ceasing to be a Director, Officer, Employee or Consultant

If an Optionee ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries for any reason other than death, the Optionee may, but only within ninety (90) days after the Optionee’s ceasing to be a director, officer, employee or consultant (or 30 days in the case of an Optionee engaged in Investor Relations Activities) or prior to the expiry of the Option Period, whichever is earlier, exercise any Option held by the Optionee, but only to the extent that the Optionee was entitled to exercise the Option at the date of such cessation.  For greater certainty, any Optionee who is deemed to be an employee of the Corporation pursuant to any medical or disability plan of the Corporation shall be deemed to be an employee for the purposes of the Plan.

11.

Death of Optionee

In the event of the death of an Optionee, the Option previously granted to him shall be exercisable within one (1) year following the date of the death of the Optionee or prior to the expiry of the Option Period, whichever is earlier, and then only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution, or by the Optionee’s legal personal representative.

12.

Optionee’s Rights Not Transferable

No right or interest of any Optionee in or under the Plan is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except by bequeath or the laws of descent and distribution, subject to the requirements of the Exchange, or as otherwise allowed by the Exchange.

Subject to the foregoing, the terms of the Plan shall bind the Corporation and its successors and assigns, and each Optionee and his heirs, executors, administrators and personal representatives.

13.

Takeover or Change of Control

The Corporation shall have the power, in the event of:

(a)

any disposition of all or substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation with or into any other company or of such company into the Corporation, or

(b)

any change in control of the Corporation,

to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including without limitation, to amend any Stock Option Agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction.  If the Corporation shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Corporation prior to the completion of such transaction.

14.

Anti-Dilution of the Option

In the event of:

(a)

any subdivision, redivision or change of the Share(s) at any time during the term of the Option into a greater number of Share(s), the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Share(s) as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;

(b)

any consolidation or change of the Share(s) at any time during the term of the Option into a lesser number of Share(s), the number of Share(s) deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Share(s) as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change;

(c)

any reclassification of the Share(s) at any time outstanding or change of the Share(s) into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other company (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Share(s) or a change of the Share(s) into other shares), or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another company, at any time during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Share(s) to which he was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or tr ansfer if, on the effective date thereof, he had been the holder of the number of Share(s) to which he was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this section shall occur.  For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Share(s) or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

15.

United States Matters

(a)

Each option granted under the Plan to an option holder who is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction) (a "U.S. Optionee") will be designated in the Option Agreement as either a non-qualified stock option or an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, of the United States (the "Code"), provided that the stock option complies with the following provisions.  If not designated in the Option Agreement, the Option shall be an incentive stock option.  No provisions of the Plan, as it may be applied to a U.S. Optionee who has been granted an incentive stock option within the meaning of Section 422 of the Code, shall be construed so as to be inconsistent with any provision of Section 422 of the Code.  Notwithstanding anything in the Plan containe d to the contrary, the following provisions shall apply to each U.S. Optionee who will be granted an incentive stock option within the meaning of Section 422 of the Code:

(i)

options shall only be granted to U.S. Optionees who are, at the time of grant, officers, key employees or directors (provided, for purposes of this Section 11 only, such directors are then also officers or key employees of the Corporation or a subsidiary).  Any director of the Corporation who is a U.S. Optionee shall be eligible to vote upon the granting of such option;

(ii)

the aggregate fair market value (determined as of the time the option is granted) of the Share(s) exercisable for the first time by a U.S. Optionee during any calendar year under the Plan and all other stock option plans, within the meaning of Section 422 of the Code, of the Corporation or any subsidiary shall not exceed US$100,000;

(iii)

the purchase price for Share(s) under each Option granted to a U.S. Optionee pursuant to the Plan shall be not less than the fair market value of such Share(s) at the time the option is granted, as determined in good faith by the directors at such time;

(iv)

if any U.S. Optionee to whom an option is to be granted under the Plan at the time of the grant of such option is the owner of shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Corporation, then the following special provisions shall be applicable to the option granted to such individual:

(1)

the purchase price per Common Share subject to such option shall not be less than one hundred and ten percent (110%) of the fair market value of one Common Share at the time of grant; and

(2)

for the purposes of this Section 11 only the option exercise period shall not exceed five (5) years from the date of grant;

(v)

no option may be granted hereunder to a U.S. Optionee following the expiry of five (5) years after the date on which the Plan is adopted by the Board or the date the Plan is approved by the shareholders of the Corporation, whichever is earlier;

(vi)

no option granted to a U.S. Optionee under the Plan shall become exercisable unless and until the Plan shall have been approved by the shareholders of the Corporation; and

(vii)

no incentive stock options may be granted under the Plan after ten (10) years after the adoption of this Plan by the Board of Directors of the Corporation.

(b)

At the discretion of the Board of Directors, Optionees may satisfy withholding obligations as provided in this paragraph.  When an Optionee incurs tax liability in connection with an Option, which tax liability is subject to tax withholding under applicable tax laws (including, without limitation, income and payroll withholding taxes), and Optionee is obligated to pay the Corporation an amount required to be withheld under applicable tax laws, Optionee may satisfy the tax withholding obligation by one or some combination of the following methods: (a) by cash payment, (b) out of Optionee's current compensation, (c) if permitted by the Board of Directors, in its discretion, by surrendering to the Corporation, Share(s) that (i) have been owned by Optionee for more than six (6) months on the date of surrender or such other period as may be required to avoid a charge to the Corporation's earnings, and (ii) have a Market Value on the date of surrender equal to (or less than, if other consideration is paid to the Corporation to satisfy the withholding obligation) Optionee's marginal tax rate times the ordinary income recognized, plus an amount equal to the Optionee's share of any applicable payroll withholding taxes, or (d) if permitted by the Board of Directors, in its discretion, by electing to have the Corporation withhold from the Share(s) to be issued upon exercise of the Option, if any, that number of Share(s) having a Market Value equal to the amount required to be withheld.  For this purpose, the Market Value of the Share(s) to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date").  In making its determination as to the type of consideration to accept, the Board of Directors shall consider if acceptance of such consideration may be reasonably expected to benefit the Corporation or result in the recognition of compensation expense (or additional compensation expense) for financial reporting purposes.

16.

Costs

The Corporation shall pay all costs of administering the Plan.

17.

Termination and Amendment

(a)

The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of the Exchange or any relevant regulatory authority, whether or not such amendment or termination would affect any accrued rights, subject to the approval of the Exchange or such regulatory authority.

(b)

The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder for any reason other than the reasons set forth in Section 16(a) hereof, subject to the approval of the Exchange or any relevant regulatory authority and the approval of the shareholders of the Corporation if required by the Exchange or such regulatory authority.  Subject to Exchange Policies, disinterested shareholder approval will 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 amendment.  No such amendment or termination will, without the consent of an Optionee, alter or impair any rights that have accrued to him prior to the effective date thereof.

(c)

The Plan, and any amendments thereto, shall be subject to acceptance and approval by the Exchange.  Any Options granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless and until such approval and acceptance are given.

18.

Applicable Law

This Plan shall be governed by, administered and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

19.

Prior Plans

On the effective date (as defined in Section 19 hereof), subject to Exchange approval and, if required, shareholder approval:

(a)

the Plan shall entirely replace and supersede prior stock option plans, if any, enacted by the Corporation; and

(b)

all outstanding options shall be deemed to be granted pursuant to the Plan.

20.

Effective Date

This Plan shall become effective as of and from, and the effective date of the Plan shall be February 9, 2005 upon receipt of all necessary shareholder and regulatory approvals.

 = 19 I:\RRV\28821 Cascadia - AGM\Info Circular v2.doc

EX-10

OPTION AGREEMENT

THIS AGREEMENT is dated for reference the

10^th day of April, 2003

BETWEEN:

NOVAWEST RESOURCES INC., a company duly incorporated under the laws of the Province of British Columbia and having its registered and record offices at Suite 1200, 999 West Hastings Street, Vancouver, British Columbia, Canada

("Novawest")

OF THE FIRST PART
AND:

CASCADIA INTERNATIONAL RESOURCES INC., a company duly incorporated under the laws of the Province of British Columbia and having its  registered and record offices at Suite 2100, 1066 West Hastings Street, Vancouver, British Columbia, Canada

("Optionee")

OF THE SECOND PART
WHEREAS

A.

Novawest is the recorded owner of a 100% interest in and to the Raglan Claims (as hereinafter defined);

B.

Novawest wishes to grant and Optionee wishes to acquire the right to earn an undivided 50% interest in and to the Raglan Claims on the terms and subject to the conditions set out in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual promises, covenants, conditions, representations and warranties contained herein, the parties agree as follows:

1.

INTERPRETATION

1.1

For the purposes of this Agreement, including the recitals and any schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following words and expressions shall have the, following meanings:

a)

"Affiliate" shall have the meaning attributed to it by the Company Act (British Columbia);

b)

"Agreement" means this Agreement, as amended from time to time;

c)

"Approval Date" means the date that is five (5) business days after receipt by_. Optionee of written confirmation from the Exchange that this Agreement has been accepted for filing.

d)

"Area of Influence" means any properties located within the Raglan/Cape Smith Belt which comprises the following NTS areas:

25E5 and 25E12

35C11 through 35C14 inclusive

35D9, 35D10, 35D 15 and 35D16

35F1 through 35F11 inclusive

35G3 through 35G12 inclusive

35H5 through 35H14 inclusive

e)

"Commercial Production" means the operation of the Raglan Claims or any portion thereof as a producing mine and the production of mineral products therefrom, excluding bulk sampling, pilot plant or test operations, however if such bulk sampling, pilot plant or test operations result in Optionee receiving monetary payment from the sale of metals, ores, or other mineral products from the Raglan Claims, such payment shall be treated by the parties as a Net Smelter Return;

f)

"Exchange" means the TSX Venture Exchange, or other applicable stock exchange;

g)

"Expenditures" mean all cash, expenses, obligations and liabilities, other than for personal injury or property damage, of whatever kind or nature spent or incurred directly or indirectly in connection with:

i)

the exploration, development or equipping of the Raglan Claims or any portion thereof for Commercial Production including, without limiting the generality of the foregoing, monies expended in constructing, leasing or acquiring all facilities, buildings, machinery and equipment in connection with Mining Work;

ii)

the paying of any taxes, fees, charges, payments or rentals (including payments in lieu of assessment work) or otherwise to keep the Raglan Claims or any portion thereof in good standing (including any payment to or in respect of acquiring any agreement or confirmation from any holder of surface rights respecting the Raglan Claims or any portion thereof);

iii)

in carrying out any survey of the Raglan Claims or any portion thereof, in doing geophysical, geochemical and geological surveys, in drilling, assaying, metallurgical testing, bulk sampling and pilot plant operations;

iv)

the paying of the fees, wages, salaries, travelling expenses, fringe benefits (whether or not required by law) of all persons engaged in work with respect to and for the benefit of the Raglan Claims or any portion thereof; and paying for the food, lodging and other reasonable needs of such persons; and

v)

the preparing of any reports and in supervising and managing any work done with respect to and for the benefit of the Raglan Claims or any portion thereof or in any other respects necessary for the due carrying out of Mining Work;

h)

"Geological Report" means a report on the Raglan Claims or any part thereof, prepared by a qualified and independent engineer or geologist in accordance with

the requirements of the Exchange, including recommendations for exploration or development work or a study to determine the feasibility of Commercial Production be undertaken;

i)

"Major Company" means a company which has the financial capacity to place a mining property into commercial production and for the purposes of this clause includes a company which currently operates a mine in commercial production or one which has placed a mining property in commercial production within the last 12 years.

j)

“Mining Work" means every kind of work done on or in respect of the Raglan Claims or any part thereof, or the products therefrom by or under the direction of or on behalf of or for the benefit of a party and, without limiting the generality of the foregoing, includes assessment work, geophysical, geochemical and geological surveying, studies and mapping, investigating, drilling, designing, examining, equipping, improving, surveying, shaft sinking, raising, crosscutting and drifting, searching for, digging, trucking, sampling, working and procuring resources, mineral products, ores, metals and concentrates, surveying and bringing any mineral claims or other interests to lease or patent, reporting and all other work usually considered to be prospecting, exploration, development and mining work;

k)

"Option" means the option granted by Novawest to Optionee under Subsection 3.1 of this Agreement; and

I)

"Raglan Claims" means all Claim Cells and Permits held by Novawest situated in the NTS areas 35G06, 35G07, 35G08, 35G09 and 35G10 in the Ungava region of northern Quebec, and comprising approximately 1,342 Claim Cells and two exploration Permits

1.2

In this Agreement, all dollar amounts are expressed in lawful currency of Canada unless specifically provided to the contrary.

1.3

The titles to the respective articles hereof shall not be deemed to be a part of this Agreement but shall be regarded as having been used for convenience only.

1.4

Words used herein importing the singular number shall include the plural, and vice-versa, and words importing the masculine gender shall include the feminine and neuter genders, and vice-versa, and words importing persons shall include firms, partnerships and corporations.

2.

REPRESENTATIONS AND WARRANTIES

2.1

Optionee represents and warrants to Novawest that:

a)

it is a company duly incorporated, validly subsisting and in good standing with respect to filing of annual reports under the laws of the Province of British Columbia and is or will be qualified to do business and to hold an interest in the Raglan Claims pursuant to the laws of the Province of Quebec;

b)

it has full power and authority to carry on its business and to enter into this

Agreement and any agreement or instrument referred to in or contemplated

by this Agreement and to carry out and perform all of its obligations and

duties hereunder; and

c)

it has duly obtained all authorizations for the execution, delivery, and performance of this Agreement, and such execution, delivery and performance and the consummation of the transactions herein contemplated will not conflict with, or accelerate the performance required by 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, lien or charge under the provisions of its constating or initiating documents or any indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject and will not contravene any applicable laws.

2.2

Novawest represents and warrants to Optionee that:

a)

it is the sole legal and beneficial owner of an undivided 100% interest in and to the Raglan Claims subject to those Net Smelter Returns the particulars of which are set out in Schedule A hereto;

b)

the Raglan Claims are in good standing under the laws of the Province of Quebec;

c)

to the best of its knowledge and belief, the Raglan Claims are free and clear of all liens, charges and encumbrances and are not subject to any right, claim or interest of any other person save and except those net smelter returns the particulars of which are set out on Schedule A hereto;

d)

it has complied with all laws in effect in the Province of Quebec with respect to the Raglan Claims and the Raglan Claims have been duly and properly staked and recorded in accordance with such laws;

e)

there is no adverse claim or challenge against or to the ownership of or title to the Raglan Claims, or any portion thereof nor is there any basis therefor and there are no outstanding agreements or options to acquire or purchase the Raglan Claims or any portion thereof or interest therein and no person has any royalty or interest whatsoever in production or profits from the Raglan Claims or any portion thereof save and except those net smelter returns the particulars of which are set out on Schedule A hereto;

f)

there is no action, suit, litigation, arbitration, investigation, inquiry or other proceeding in progress, or, to the best of Novawest’s knowledge, pending or threatened against or relating to Novawest or the Raglan Claims and there is no circumstances, matter or thing known to Novawest which might give rise to any such proceeding or to any governmental investigation relative to Novawest and there is not outstanding against Novawest any judgment, decree, injunction, rule or order of any court, government department, commission, agency or arbitrator.

g)

the execution and delivery of, and the performance of and compliance with the terms of, this agreement and the performance of any of the transactions contemplated hereby by Novawest, do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any applicable laws or any term or provision of the articles, by laws or resolutions of the directors or shareholders of Novawest, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which Novawest is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to Novawest,

h)

to the best of its knowledge and belief, there has been no material spill, discharge, leak, emission, ejection, escape, dumping, or any release or threatened release of any kind, of any toxic or hazardous substance or waste (as defined by any applicable law) from, on in or under the Raglan Claims or into the environment, except releases permitted or otherwise authorized by such law;

i)

to the best of its knowledge and belief, no toxic or hazardous substance or waste has been disposed of or is located on the Raglan Claims as a result of activities of Novawest or its predecessors in interest;

j)

to the best of its knowledge and belief, no toxic or hazardous substance or waste has been treated on or is now stored on the Raglan Claims;

k)

it shall be liable and shall indemnify and save Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any covenant, representation or warranty contained in this Agreement.

2.3

The representations and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement, are to be construed as both conditions and warranties and shall, regardless of any investigation which may have been made by or on behalf of any party as to the accuracy of such representations and warranties, survive the closing of the transaction contemplated hereby and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty contained in this Agreement.

3.

OPTION

3.1

Novawest hereby grants to Optionee, the sole and exclusive right and option to acquire an undivided 50% interest in and to the Raglan Claims free and clear of all liens, charges, encumbrances, claims, rights or interest of any person, save and except those net smelter returns the particulars of which are set out on Schedule A hereto, such option to be exercisable by the Optionee upon the Optionee:

a)

making exploration payments of $12,000,000 over a three year term in the following manner and times:

i)

$3,200,000 to be paid to or arranged for Novawest not later than June 1, 2003 made up as follows:

(A)

$1,125,000 on or before May 1, 2003, by way of a brokered or non-brokered placement into Novawest to be arranged for by the Optionee, brokerage fees and commissions not to exceed 7% brokerage expenses including legal not to exceed $25,000 and Agents Warrants not to exceed 10% of the offering. Terms of the private placement shall be 3,000,000 units at $0.375 per unit, a unit to be comprised of 1 common share and 1 full warrant to purchase an additional share at $0.50, warrants to be exercisable on or before April 30, 2004. By arranging for this private placement Optionee will be credited with a $1,000,000 payment on account of the $3,200,000 exploration payment to be made on or before June 1, 2003.

(B)

The balance of the exploration payment for Year 1 being $2,200,000 is to be paid to Novawest by the Optionee no later than June 1, 2003. In the event the Optionee raises the funds for this payment by way of an equity offering of its shares on a flow through basis then Novawest will assign the exploration expense to the Optionee on account of the monies advanced on this basis.

ii)

$4,300,000 for Year 2 payable as follows:

(A)

$1,000,000 of the Year 2 exploration payment shall be paid to Novawest by the Optionee no later than February 28, 2004. In the event the Optionee raises the funds for this payment by way of an equity offering of its shares on a flow through basis then Novawest will assign the exploration expense to the Optionee on account of the monies advanced on this basis.

(B)

$1,500,000 of the Year 2 exploration payment shall be paid to Novawest by the Optionee no later than April 15, 2004. Provided that in the event the warrants from the brokered private placement are exercised in full on or before April 15, 2004, Optionee will be credited with $1,500,000 in exploration payments as part of its $4,300,000 payment for Year 2. It is understood and agreed that in the event Optionee makes this payment from its treasury it will not have raised the funds for same through an equity offering of its shares on a flow through basis and Novawest will not assign exploration expense of this amount to the Optionee.

(C)

The balance of the exploration payment for Year 2 being $1,800,000 is to be paid to Novawest by the Optionee no later

than April 15, 2004. In the event the Optionee raises the funds for this payment by way of an equity offering of its shares on a flow through basis then Novawest will assign the exploration expense to the Optionee on account of the monies advanced on this basis.

iii)

$4,500,000 in Year 3 payable as follows:

(A)

$1,000,000 of the exploration payment is to be paid to Novawest by the Optionee on or before February 28, 2005. In the event the Optionee raises the funds for this payment by way of an equity offering of its shares on a flow through basis then Novawest will assign the exploration expense to the Optionee on account of the monies advanced on this basis.

(B)

the balance of the exploration payment for Year 3, being $3,500,000, is to be paid to Novawest by the Optionee no later than April 15, 2005. In the event the Optionee raises the funds for this payment by way of an equity offering of its shares on a flow through basis then Novawest will assign the exploration expense to the Optionee on account of the monies advanced on this basis.

b)

Optionee issuing 1,500,000 of its shares, subject to applicable hold period and issued as fully paid and non-assessable as follows:

i)

250,000 shares upon signing;

ii)

500,000 shares on or before February 15, 2004;

iii)

750,000 shares on or before February 15, 2005; and

c)

Optionee making cash payments to Novawest of $300,000 over a three year term as follows:

i)

$50,000 upon initial signing;

ii)

$100,000 on or before February 15, 2004;

iii)

$150,000 on or before February 15, 2005.

3.2

Acceleration Provisions:

a)

The Optionee may in either of the first two years undertake to provide Novawest with a larger portion of its exploration commitment than required in that particular year in order that the Optionee can accelerate its earn-in. The additional funds paid to Novawest will be added into the current year's specified exploration expenditures.

b)

The Optionee may at any time accelerate its earn-in within the earn-in period by paying to Novawest, in advance and all at once, all cash payments, stock

payments and exploration dollar commitments remaining due to Novawest in order to complete the Optionee's obligations. This provision is a one-time opportunity in order for the Optionee to have earned its entire fifty percent interest in the event that the Optionee and Novawest jointly wish to joint venture or sell the Raglan Assemblage to a third party or parties. Should the Optionee decide to exercise this provision it understands that Novawest will be under no obligation to spend any of the funds advanced on exploration of the properties and will place the funds in its general operations accounts of Novawest.

4.

DUTIES AND OBLIGATIONS OF NOVAWEST

4.1

Novawest shall have the following duties and obligations:

a)

to keep the Raglan Claims free and clear of all liens and encumbrances arising from its operations hereunder (except liens contested in good faith by Novawest) and in good standing by the doing and filing, or payment in lieu thereof, of all necessary assessment work and, where possible, by filing all assessment work done on the Raglan Claims and payment of all taxes required to be paid and by the doing of all other acts and things and the making of all other payments required to be made which may be necessary in that regard;

b)

to permit Optionee and its representatives, duly authorized by Optionee, in writing, at their own risk and expense, access to the Raglan Claims at all reasonable times and to all records prepared by Novawest in connection with Mining Work;

c)

to conduct all work on or with respect to the Raglan Claims in accordance with current mining industry standards and the applicable laws of the Province of Quebec, and

d)

to maintain true and correct books, accounts and records of operations hereunder.

5.

VESTING OF INTEREST

5.1

Forthwith upon Optionee exercising the Option by performing the obligations for Year 1 and 2 of the Option set out in Subsection 3.1 hereof, an undivided 25% interest in and to the Raglan Claims shall vest, and shall be deemed for all purposes hereof to have vested, in Optionee.

5.2

Forthwith upon Optionee exercising the Option by performing the obligations for Year 3 of the Option set out in Subsection 3.1 hereof, a further 25% interest in and to the Raglan Claims shall vest, and shall be deemed for all purposes hereof to have vested, in Optionee.

5.3

The parties acknowledge the right and privilege of Optionee to file, register or to otherwise deposit a copy of this Agreement in the office with the appropriate governmental agencies to give third parties notice of this Agreement, and hereby agree, each with the others, to do or cause to be done all acts or things reasonably necessary to effect such filing, registration or deposit.

6.

TERMINATION OF OPTION

6.1

In the event of default in the performance of the requirements of Subsection 3.1, then subject to the provision of Section 25 of this Agreement, the Option and this Agreement shall terminate.

6.2

Optionee shall have the right to terminate this Agreement at any time after June 30, 2003 by giving written notice of such termination to Novawest. This Agreement shall terminate on the date the Novawest is deemed to have received such notice, pursuant to Subsection 21.2. Upon such termination, this Agreement shall be of no further force and effect except that Optionee shall be required to make any payments or share issuances due and owing at the time the notice of termination is received by Novawest and upon making such payments or share issuance, the Optionee will vest as to that portion of the interest in the Raglan Claims that such payment or share issuance would entitle the Optionee if made within the required time.

7.

TAXES AND ROYALTIES

7.1

Taxes, advance royalties, NSRs, permit designation costs from PEM to Cells, staking costs, property renewal fees, and other costs required to keep the Raglan Permits and Cells in good standing will be shared equally by each party.

8.

AREA OF INFLUENCE

8.1

Any and all claims or permits acquired by either party or jointly by the parties in the Area of Influence will be deemed to be included in this agreement.

9.

RAGLAN ACQUISITIONS

9.1

Should either party or the parties jointly, wish to acquire additional property in the Area of Influence, each party will have the opportunity to participate equally in such acquisitions by sharing in the costs of acquisition and such acquisitions shall form part of this agreement and be deemed to be included in the Raglan Claims Area of Influence. Novawest specifically excludes from this clause and from the Area of Influence clause any claims that may be acquired by Novawest, outside of the optioned Raglan Claims but within the Area of Influence, as a result of Novawest bringing action to recover damages against another party resulting from Novawest's prior dealings with such party in the Area of Influence.

9.2

Should either party to the Agreement suggest a particular permit or claim to the other party for acquisition and the other party chooses not to participate in the acquisition of particular permit or claim, then the submitting party may request permission to acquire the permit or claim for its own benefit at its own expense. The other party will not unreasonably deny such a request.

10.

OPERATOR

10.1

Novawest will be the Operator so long as it holds 50% or greater interest in the Raglan Claims, subject to an industry standard operator's agreement and/or terms, with both parties participating in a Management Committee that would oversee and approve all budgets and programs. The Operator will be permitted a management fee of up to 5% of allocated expenditures or as otherwise budgeted by the Operator.

11.

MANAGEMENT COMMITTEE

11.1

A Management Committee will be struck comprised of a total of five (5) individuals, three (3) to be chosen by Novawest and two (2) to be chosen by the Optionee. One of the appointees chosen by Novawest will be an independent party who is not part of Novawest’s management or executive. The Management Committee duties will include the approval of budgets.

12.

BUDGET OVER-RUNS

12.1

Each party will be subject to its equal share of any budget overruns. The operator will invoice each party and each party must remit their portion of any over-run amount within 30 days of receipt of invoice. Any over-run amount exceeding the twenty percent will be the responsibility of the Operator. Budget surpluses will be added to the following year's expenditures.

13.

AUDITED FINANCIALS/BANKING

13.1

The Operator will set up the necessary dedicated bank accounts with the HSBC Bank and distribute payables from them. Dale Matheson Carr-Hilton, an Auditing firm will be engaged to oversee the use of funds and prepare statements for each partner's records. Cheques written on the dedicated exploration account will require two signatures, one signatory from each of the parties hereto provided that the Optionee will agree to a mechanism whereby its rights as a signatory on cheques on the exploration account will be suspended in the event for any reason it refuses to sign cheques for exploration expenditures which have been approved by the management committee, in which case Novawest's signatory will be the only one required.

14.

PROPERTY NEGOTIATIONS

14.1

Each party will designate one member to manage negotiations and be recognized as the Party's representative for the acquisition and farm-out of additional Raglan properties that fall within the terms of this agreement.

15.

MAJOR COMPANY

15.1

In the event that Novawest negotiates an arrangement with a Major Company with whom it deals at arms length to fund the development of the Raglan Claims through to putting a mine into production in exchange, inter alia, for an interest in the Raglan Claims, the Optionee will agree to such arrangement on the terms negotiated by Novawest provided that such terms provide for pro rata payments to the Optionee at the same time and at the same price for its respective interest after taking into account any acceleration pursuant to Section 3.2. The Optionee shall execute such documents and do such other acts as may be reasonably required to give effect to the foregoing.

16.

ASSIGNMENT

16.1

This Agreement is not Assignable by either party without the prior written approval of the other.

17.

FLOW THROUGH FUNDING

17.1

in the event the Optionee decides to fund the $9,500,000 in direct exploration funds by way of sale of its shares of a flow through basis then Novawest will set up a separate account and hold the funds raised by way of sale of flow through shares separately in order to facilitate the accounting for such funds and to assist the Optionee in making the necessary filings to account for same.

18.

INCENTIVES WAIVER

18.1

The Optionee waives any right it may have to participate in any proceeds available to Novawest or to be received by Novawest from the Government of Quebec incentive programs, including the Refundable Tax Credit for Resources (RTCR), Temporary Improvement to the RTCR, Credits on Duties Refundable For Losses programs and any other incentive and grant programs that are offered by the Province of Quebec for the duration this agreement. The optionee relinquishes its right to any proceeds from all such present and future incentive programs in favour of Novawest.

19.

CONFIDENTIALITY

The parties shall keep all information regarding Mining Work confidential from other persons, except for such disclosure as may be required by law, securities regulatory bodies, or stock exchanges governing one or, more of the parties.

20.

RESTRICTIONS OR ALIENATION AND FIRST RIGHT OF REFUSAL

20.1

If at any time, either party or its respective successors (the "Offering Party") wishes or seeks to sell, assign, transfer, convey or otherwise dispose of all or any portion of its interest in the Raglan Claims or the Net Smelter Return (the "Offered Interest"), the party (the "Non-Offering Party") shall be entitled to a right of first refusal in respect thereof.

20.2

The Non-Offering Party shall be entitled to acquire all but not part of the Offered Interest sought to be sold, assigned, transferred, conveyed or otherwise disposed of within 45 days (the "Acceptance Period") after receiving written notice (the "Offering Notice") of any bona fide cash offer received by the Offering Party from a third party who stands in a strictly arm's-length relationship to the Offering Party (the "Third Party Offer"). The Non-Offering Party shall be entitled to acquire such Offered Interest on the same terms as contained in the Third Party Offer.

20.3

If the Non-Offering Party does not within the Acceptance Period advise the Offering 'Party that it is willing to purchase such Offered interest at the same price and on substantially the same terms as are specified in the Offering Notice, the Offering Party may, at any time within 90 days (hereinafter in this Subsection called the "Second Acceptance Period") after the expiry of the Acceptance Period, sell, assign, transfer, convey or otherwise dispose of the same to the third party at the price and upon the terms referred to in the Offering Notice.

20.4

In the event the Offering Party does not so sell, assign, transfer, convey or otherwise dispose of such Offered Interest within the Second Acceptance Period; the provisions of this Subsection shall apply to any subsequent sale or offer for sale by the Offering Party.

21.

NOTICE

21.1

Any notice, direction, or other instrument required or permitted to be given under this Agreement shall be in writing and shall be given by the delivery of same or by mailing same by prepaid registered or certified mail or by sending same by facsimile or other similar form of communication, in each case addressed to the intended recipient at the address of the respective party set out on the first page hereof.

21.2

Any notice, direction, or other instrument aforesaid will, if delivered, be deemed to have been given and received on the day it was delivered, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal service in which event notice will be deemed to be received only when actually received and, if sent by facsimile

or other similar form of communication, be deemed to have been given and received on the day it was actually received.

21.3

Any party may at any time give notice in writing to the others of any change of address, and from and after the giving of such notice, the address therein specified will be deemed to be the address of such party for the purposes of giving notice hereunder.

22.

FURTHER ASSURANCES

22.1

Each of the parties covenants and agrees, from time to time and at all times, to do all such further acts and execute and deliver all such further deeds, documents and assurances as may be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.

23.

TIME OF THE ESSENCE

23.1

Time shall be of the essence in the performance of this Agreement.

24.

ENUREMENT

24.1

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

25.

FORCE MAJEURE

25.1

No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its reasonable control (except those caused by its own lack of funds) including, but not limited to, act of God, fire, storm, flood, explosion, strike, lockout or other industrial disturbance, act of public enemy, war, riot, law, rule and regulation or order of any duly constituted governmental authority, or unavailability of materials or transportation (each an "Intervening Event").

25.2

All time limits imposed by this Agreement will be extended by a period equivalent to the period of delay resulting from an Intervening Event.

25.3

A party relying on the provisions of Subsection 15.1 hereof, insofar as possible, shall promptly give written notice to the other party of the particulars of the Intervening Event, shall give written notice to all other parties as soon as the Intervening Event ceases to exist, shall take all reasonable steps to eliminate any Intervening Event and will perform its obligations under this Agreement as far as practicable, but nothing herein will require such party to settle or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if an Intervening Event renders completion impossible.

26.

DEFAULT

26.1

If a party is in default of any requirement herein set forth (the "Defaulting Party"), the party affected by such default (the "Non-Defaulting Party"), shall give written notice to all other parties within thirty (30) days of becoming aware of such default, specifying the default, and the Defaulting Party shall not lose any rights, remedies or cause of action pursuant to this Agreement, or otherwise hereunder as a result of such default, unless within thirty (30) days after the giving of notice of default by the Non-Defaulting Party, the Defaulting Party has failed to cure the default by the appropriate performance, and if the Defaulting Party fails within such period to cure such default, the Non-Defaulting Party shall only then be entitled to seek any remedy it may have on account of such default.

27.

SEVERABILITY

27.1

If any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

28.

AMENDMENT

28.1

This Agreement may not be changed orally but only by an agreement in writing, signed by the party against which enforcement, waiver, change, modification or discharge is sought.

29.

ENTIRE AGREEMENT

29.1

This Agreement constitutes and contains the entire agreement and understanding parties and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise between the parties or any of them with respect to the subject matter hereof.

30.

OPTION ONLY

30.1

This Agreement provides for an option only, and except as specifically provided otherwise, nothing herein contained shall be construed as obligating Optionee to do any acts or make any payments hereunder and any act or acts or payment or payments as shall be made hereunder shall not be construed as obligating Optionee to do any further act or make any further payment.

31.

CONDITIONS PRECEDENT

31.1

The obligations of Optionee under this Agreement are subject to regulatory and including, if necessary, shareholder approval which shall be immediately applied for by Optionee.

32.

GOVERNING LAW AND ARBITRATION

32.1

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia.

32.2

All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated with or derived therefrom, shall be referred to and finally resolved by arbitration by a single arbitrator appointed pursuant to the Commercial Arbitration Act R.S.B.C. 1996 c.55 and governed by the rules of the British Columbia International Commercial Arbitration Centre.

32.3

The appointing authority shall be the British Columbia International Commercial Arbitration Centre and the case shall be administered at Vancouver, British Columbia, by the British Columbia International Commercial Arbitration Centre in accordance with its "Procedures for Cases under the BCICAC Rules".

33.

INDEPENDENT LEGAL ADVICE

33.1

Each of the parties to this Agreement acknowledges and agrees that it has had the opportunity to retain and consult with independent legal counsel with respect to this Agreement.

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

CASCADIA INTERNATIONAL RESOURCES INC. Per:

WITNESS:

NOVAWEST RESOURCES INC. Per:

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

-----------------------------------------(Authorized Signatory)

SCHEDULE "A"

To that Raglan Claims Option Agreement dated April ___________, 2003,
between NOVAWEST RESOURCES INC., and [OPTIONEE]

The NSRs on the Raglan Claims are in three categories as follows:

A.

3% NSR on the following Claim Cells

Claim Cells CDN 1113462 through 1113569 inclusive

Novawest can purchase one third (1%) of the NSR for $1,000,000.

B.

3% NSR on the following Claim Cells

Claim Cells CDN 1106907 through 1107032 inclusive

Claim Cells CDN 1113570 through 1113710 inclusive

Claim Cell CDN 1113855

Novawest can purchase one third (1%) of the NSR for $1,000,000.

C.

3% NSR on the following Claim Cells and Permit

Claim Cells CDN 1107113 through 1107300 inclusive

Claim Cells CDN 1107626 through 1107742 inclusive

Claim Cells CDN 1107797 through 1107798 inclusive

PEM # 1312

Novawest can purchase one third (1%) of the NSR for $1,000,000.

Novawest has a First Right of Refusal on the remaining two thirds of the NSR on

each of the Cells and the Permit in Part C above.

Note:     There are 3 Annual Pre-Production Advance Royalties of $10,000 each (totaling $30,000 per annum) that result from the underlying Delta, Sub, and Lac Nuvilik Agreements that the above Permits and Cells encompass.

EX-10

NOVAWEST RESOURCES

Suite 1000, The Marine Building, 355 Burrard Street
Vancouver, B.C. V6C 2G8

Cascadia International Resources Inc. Suite 1750, 700 – 6th^hAvenue, S.W. Calgary, Alberta T2P OT8

Attention: Jim Evaskevich Dear Sirs:

Re:

Option Agreement between NovaWest Resources Inc. ("Nova West") and Cascadia International Resources Inc. ("Cascadia") dated

the 10th day of April, 2003 as amended (the "Option Agreement")

We acknowledge that Cascadia and NovaWest entered into a Purchase Agreement with Thundermin Resources Inc. ("Thundermin") on the 28^th day of July, 2003 to purchase 35 mineral claims from Thundermin in the Ungava region of Northern Quebec, Canada, which claims are within the Area of Influence as defined in the Option Agreement.

You have asked us to confirm our agreement that the purchase will be free of certain provisions of the Option Agreement. We are in agreement that Cascadia's 50 per cent interest in the 35 mineral claims being acquired from Thundermin will be free from those clauses of the Option Agreement which deal with the vesting of Cascadia's interest and consequently Cascadia's interest in the 35 mineral claims is as a full 50 per cent interest holder subject only to Cascadia making the final requisite cash payments due on December 31, 2003 as to their 50 per cent interest.

It is understood and agreed that the 35 mineral claims being acquired will remain subject to all the remaining terms of the Option Agreement including terms relating to taxes and royalties, operator, management committee, budget overruns, property negotiations, major company, restrictions or alienation and first right of refusal, and governing law and arbitration.

If the above fully sets out our understanding in connection with these claims would you please confirm same by signing in the space provided.

EX-10

PURCHASE AGREEMENT

THIS AGREEMENT is made the 28th day of July 2003. BETWEEN:

THUNDERMIN RESOURCES INC., of Suite 1116, 111 Richmond Street West, Toronto, ON M5H 2G4

(hereinafter called the "Vendor")

OF THE FIRST PART

AND:

NOVAWEST RESOURCES INC., a company incorporated pursuant

to the laws of the Province of British Columbia, having an office at Suite

1000, The Marine Building, 355 Burrard Street, Vancouver, B.C. V6C

2G8

AND

CASCADIA INTERNATIONAL RESOURCES INC., a company incorporated pursuant to the laws of the Province of British Columbia, having an office at Suite 1750, 700 - 6^th Avenue SW, Calgary, AB T2P OT8

(hereinafter called the "Purchasers")

OF THE SECOND PART

WHEREAS:

A.

The Vendor is the sole recorded and beneficial owner of thirty-five mineral claims, #CDC 1120300 through #CDC 1120334 (inclusive), located in the NTS 35G09 in the Ungava Region of Northern Quebec, Canada, as more particularly described in Schedule "A" hereto (the "Property").

B.

The Vendor wishes to sell an undivided 100% interest in and to the Property to the Purchasers and the Purchasers wish to acquire such interest pursuant to the terms and conditions hereinafter set out.

C.

All dollar amounts in this agreement are quoted in Canadian dollars.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

Vendor's Representations and Warranties

1.

The Vendor represents and warrants to the Purchasers that:

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(a)

The Vendor is the sole recorded and beneficial owner of an undivided 100% interest in and to the Property, subject to a 10% Net Profits Interest (the "10% NPI") created in favour of Allan J. Willy, Seal River Explorations Limited and Tusk Resources Inc.

(b)

The Property has been, to the best of the information and belief of the Vendor, properly located and staked and recorded in compliance with the laws of the Province of Quebec and is comprised of valid and subsisting mineral claims as at the date of this Agreement;

(c)

The Property is in good standing until October 22, 2004 and the claims are renewable, under all applicable laws and regulations, all assessment work required to be performed and filed has been perfottned and filed or cash payment in lieu thereof has been made, all taxes and other payments have been paid and all filings have been made;

(d)

Except for the 10% NPI, the Property is free and clear of any encumbrances, liens, charges and royalties other than the 3% NSR extended to the Vendor under this agreement and neither the Vendor nor, to the best of the Vendor's knowledge, any of its predecessors in interest or title, have done anything whereby the Property may be encumbered; and

(e)

The Vendor has the right to enter into this Agreement and to deal with the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and except for the interest of the holders of the 10% NPI, no other party has any interest in the Property or the production therefrom or any right to acquire any such interest.

Purchasers' Representations and Warranties

2.

The Purchasers represent and warrant to the Vendor that:

(f)

they have been duly incorporated, amalgamated or continued and validly exist as corporations in good standing under the laws of the Province of British Columbia;

(g)

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

(h)

they have 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 Purchasers or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the Purchasers are a party or by which they are bound or to which they or the Property may be subject;

(i)

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

-3-

(j)

they are reporting issuers under the Securities Act (British Columbia) and are not listed on the list of reporting issuers in default of any requirement of such Act or the regulations made thereunder as maintained by the British Columbia Securities Commission;

(k)

the Shares will, at the time of delivery to the Vendor, be duly authorized and validly allotted and issued as fully paid and non-assessable free of any liens, charges or encumbrances;

(1)

on the date of receipt by the Vendor of the certificate or certificates representing the Shares, every consent, approval, authorization, order or agreement of the TSX Venture Exchange (the "Exchange") that is required for the issuance of the Shares and the delivery to the Vendor of such certificate or certificates to be valid will have been obtained and will be in effect;

(m)

the Shares are part of a class of shares of the Purchasers that is currently listed and posted for trading on the Exchange and, at the time of the delivery of the certificates representing the Shares to the Vendor, will have been approved and reserved for listing on the Exchange, subject only to fulfillment of the requirements of the Exchange relating to listing of additional shares of a listed class or series of shares;

(n)

the Purchasers will, immediately after the issuance of the Shares, take or cause to be taken all steps necessary for the Shares to be posted for trading on the Exchange; and

(o)

the Shares will be subject to resale restrictions in British Columbia in accordance with the Securities Rules (British Columbia) and in particular, shall be subject to any applicable hold period from the Approval Date, as hereinafter defined.

Survival of Representations and Warranties

3.

The representations and warranties in this Agreement shall survive the closing of this transaction and shall apply to all assignments, conveyances, transfers and documents delivered in connection with this Agreement and there shall not be any merger of any representations and warranties in such assignments, conveyances, transfers or documents notwithstanding any rule of law, equity or statute to the contrary and all such rules are hereby waived. The Vendor shall have the right to waive any representation and warranty made by the Purchasers in the Vendor's favour without prejudice to any of its recourses with respect to any other breach by the Purchasers and the Purchasers shall have the same right with respect to any of the Vendor's representations in the Purchasers' favour.

Purchase and Sale

4.

The Vendor hereby sells and assigns to the Purchasers and the Purchasers hereby purchase an undivided 100% interest in and to the Property for:

(a)  the combined allotment and issuance to the Vendor of 250,000 common shares in the capital of the Purchasers comprised of 120,100 shares of Novawest Resources Inc. at a deemed price of $0.53 per share (the "Shares") and 129,900 shares of Cascadia International Resources Inc. at a deemed price of $0.49 per share (the "Shares"), such shares to be issued within 15 business days of acceptance of this transaction by the TSX Venture Exchange (the "Approval Date").

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(b)

the total payment of $50,000 cash, comprised of $25,000 from each of Novawest Resources Inc. and Cascadia International Resources Inc. The cash payment will be divided into two payments with $30,000 cash due August 20, 2003 and $20,000 due December 31, 2003, or such earlier date, as determined by Novawest and Cascadia, upon which the $20,000 is paid in full (the "Final Payment Date").

(c)

a 3% Net Smelter Return (NSR) interest to the Vendor to be calculated and paid in accordance with the provisions of Schedule "B" attached hereto, provided that the Vendor shall be solely responsible for the payment of the 10% NPI out of the proceeds of the 3% NSR Royalty reserved for the Vendor herein. The Vendor shall be able, at its cost, to appoint an independent representative from a national firm of chartered accountants, knowledgeable in the mining business, to have access to all necessary accounts, books and records pertaining to mining operations on the said property for the purposes of determining if and when all or any portion of the 10% NPI is due and payable.

(d)

The Purchasers, their Assignees or Agents shall have an option to purchase from the Vendor one-third of the Royalty (equal to a one percent NSR) for the sum of $1,000,000 and have a first right of refusal on the remaining two-thirds of the NSR should the Vendor seek to sell its interest at a future date.

Option To Purchase Royalty

5.

(a)  At any time after the acceptance for filing of this Agreement by the Exchange the Purchasers    

                 shall have, and the Vendor hereby grants to the Purchasers, an option to purchase from the

                 Vendor one-third of the Royalty (equal to a one percent NSR) for the sum of $1,000,000.

(b)

If the Purchasers wish to exercise their oration to acquire one-third of the Rocraltc, they shall deliver notice to the Vendor in writing that they desire to acquire that part of the Royalty and shall deliver to the Vendor a certified cheque or bank draft in the amount of $1,000,000 at which time the Vendor will execute and deliver all such instruments, conveyance, assignment and releases as the Purchasers may reasonably require to transfer the legal and beneficial ownership of the portion of the Royalty being purchased at that time, to the Purchasers.

(c)

If the Vendor should receive a bona fide offer from an independent third party (the "Proposed Purchaser") dealing at arm's length with the Vendor to purchase all or a part of the Royalty, which offer the Vendor desire to accept, or if the Vendor intends to sell all or a part of its Royalty:

1.

The Vendor shall first offer (the "Offer") to the Purchasers in writing that part (in one-third increments) of the Royalty for the sum of $1,000,000 per each one-third and, if the Vendor desires to sell more than one-third of the Royalty, the balance of the Royalty shall be offered to the Purchasers upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Vendor, as the case may be.

-5-

2.

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

3.

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

If the purchasers fail to notify the Vendor before the expiration of the time limited therefore that it will purchase the interest offered, the Vendor 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 such interest if the sale to the Proposed Purchaser is not completed within such 60 days.

Further Assurances

5.

Forthwith after the Final Payment Date the Vendor shall execute or cause to be executed a Bill of Sale or such other documents as the Purchasers may reasonably require transferring a 100% interest in and to the Property. The parties shall execute all further documents or assurances as may be required to carry out the full intent of this Agreement.

Notice

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6.

Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered, telegraphed 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 telegraphed 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.

Regulatory Approval

7.

This Agreement shall be subject to the approval of all regulatory authorities having jurisdiction.

Entire Agreement

8.

This Agreement constitutes the entire agreement between the parties and replaces and supercedes all agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or express or implied, statutory or otherwise, between the parties with respect to the subject matter herein.

Gender

9.

Wherever the singular or neuter are used herein the same shall be deemed to include the plural, feminine or masculine.

Enurement

10.

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

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

The Common Seal of THUNDERMIN

RESOURCES INC. was hereunto affixed

in the presence of:

Authorized Signatory

CLAIM NUMBER	NTS DESIGNATION	MINING REGION	PROVINCE
CDC 1120300	35G09	Ungava	Quebec
CDC 1120301	35G09	Ungava	Quebec
CDC 1120302	35G09	Ungava	Quebec
CDC 1120303	35G09	Ungava	Quebec
CDC 1120304	35G09	Ungava	Quebec
CDC 1120305	35G09	Ungava	Quebec
CDC 1120306	35G09	Ungava	Quebec
CDC 1120307	35G09	Ungava	Quebec
CDC 1120308	35G09	Ungava	Quebec
CDC 1120309	35G09	Ungava	Quebec
CDC 1120310	35G09	Ungava	Quebec
CDC 1120311	35G09	Ungava	Quebec
CDC 1120312	35G09	Ungava	Quebec
CDC 1120313	35G09	Ungava	Quebec
CDC 1120314	35G09	Ungava	Quebec
CDC 1120315	35G09	Ungava	Quebec
CDC 1120316	35G09	Ungava	Quebec
CDC 1120317	35G09	Ungava	Quebec
CDC 1120318	35G09	Ungava	Quebec
CDC 1120319	35G09	Ungava	Quebec
CDC 1120320	35G09	Ungava	Quebec
CDC 1120321	35G09	Ungava	Quebec
CDC 1120322	35G09	Ungava	Quebec
CDC 1120323	35G09	Ungava	Quebec
CDC 1120324	35G09	Ungava	Quebec
CDC 1120325	35G09	Ungava	Quebec
CDC 1120326	35G09	Ungava	Quebec
CDC 1120327	35G09	Ungava	Quebec
CDC 1120328	35G09	Ungava	Quebec
CDC 1120329	35G09	Ungava	Quebec
CDC 1120330	35G09	Ungava	Quebec
CDC 1120331	35G09	Ungava	Quebec
CDC 1120332	35G09	Ungava	Quebec
CDC 1120333	35G09	Ungava	Quebec
CDC 1120334	35G09	Ungava	Quebec

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SCHEDULE "B"

This is Schedule "B" referred to in the attached agreement (the "Agreement") between Thundermin, Novawest and Cascadia.

1.

"Net Smelter Returns" means the actual amount of payment received by the holder(s) of a 100% working interest (the "Owner") in the Property from any purchaser (a "Purchaser") of products (the "Products") from the Property (but excluding from materials extracted for bulk sampling purposes) and delivered for sale. In calculating Net Smelter Returns, there shall be deducted therefrom the costs (the "Costs") of transporting the Products from the Property to a Purchaser, of all sampling, assaying, grading, analysis, representation and umpire 'charges made or levied in connection with the sampling and assaying carried out after the Products have left the Property, of all charges and penalties for treatment and refining done by the or for the Purchaser, of all marketing, of all insurance premiums for insurance of such Products and of any sales, excise, produ ction, import, export, extraction or other taxes on such products (but not income taxes) if such charges are based on production of Products or payable out of the proceeds received or shown as deductions therefrom. The Royalty Holder further acknowledges and agrees that the Owner shall have the right to market and sell or refrain from selling Products in any manner it may elect, that the Owner shall have the right to engage in forward sales, future trading or commodity options trading, and other price hedging, price protection, and speculative arrangements which may involve the possible delivery of Products and that the Royalty Holder shall not be entitled to participate in any profits nor be obligated to share in any losses generated by said activities. Accordingly, with respect to gold produced, the actual amount of payment received by the Owner shall be deemed to be the amount equal to the relevant number of ounces received by the Owner from producing operations times the gold price per ounce as quoted by the London Bullion Brokers' PM Gold fixing (or other equivalent quotation) on the date (the "Out-turn Date") the relevant mint, refiner or smelter credits the Owner's account with refined gold. With respect to any metals other than gold produced and in the event the Owner delivers product in-kind to satisfy its delivery obligations arising from any such futures or other forward trading or hedging activities, the proceeds received by the Owner shall, for the purposes hereof, be deemed to be relevant London Metal Exchange closing spot quotation (or other equivalent or generally accepted quotation) on the date prior to the day any such delivery is made.

2.

If Products are sold to any third party which the Owner does not deal with at arms length, the products shall for purposes hereof be deemed to have been sold at the average net amount which other purchasers are generally ready, willing, and able to pay for products of like grades and quality in the marketplace at the time of the sale of the Products, less all Costs.

3.

The Owner shall cause to be kept proper books of account, records, and supporting materials covering all matters relevant to the calculation of the share of Net Smelter Returns payable to the Royalty Holder hereunder, and the reasonable verification thereof. Net Smelter Returns shall be calculated at the end of each calendar quarter in which revenues are received from the production of products and thereafter at the end of each subsequent calendar quarter during which revenues are received as aforesaid. The quarterly calculations, except for the last quarter of the Owner's fiscal year, of Net Smelter Returns shall be submitted to the Royalty Holder within 60 days after the quarter involved. The twelve-month calculation of the Net Smelter Returns shall be submitted to the Royalty Holder within 120 days after the end of the fiscal year end of the Owner (and, if more than one Owner, the fiscal year en d of the Owner of the largest Participating Interest). The year-end calculation of Net Smelter Returns and the records relating thereto, shall be reviewed by chartered accountants designated by the Owner (which may be the auditor of the Owner), and copies of a report thereon shall be delivered to the Owner and to the Royalty Holder. Either party shall have 90 days after receipt of any report to object thereto in writing to the other party, and, failing such objection, such report shall be deemed correct. If a party shall object to any report and request a review, the chartered accountant shall be directed to review the records for the period in question and all costs relating to such review shall be paid by the Owner if the original report is found to be in error to the benefit of the Owner and, if not, by the Royalty Holder. In addition, either party may, on reasonable notice and at its own cost, ask for and carry out an independent review. The Owner shall, at all reasonable times, at the Royalty Holder's s ole cost, permit agents of the Royalty Holder to inspect and review and make copies from the aforesaid books of account, record and supporting materials relevant to its share of Net Smelter Returns.

4.

Payment to the Royalty Holder of its Net Smelter Returns royalty shall be made by the Owner within 60 days after the end of each calendar quarter based on the aforesaid calculations, other than the last quarter in any relevant twelve month period with respect to which the payment will be as estimated by the Owner. Forthwith upon receipt of the calculation of Net Smelter Returns for the 12 month period subject to such calculation, adjustments without interest in respect of Net Smelter Returns for such period shall be made based on the final statements so prepared for such period. For greater certainty, acceptance by the Royalty Holder of any payments made by the Owner hereunder shall not prejudice the right of the Royalty Holder to protest or question the correctness of the amount of any such payment as contemplated herein.

5.

The Royalty Holder's Net Smelter Returns royalty is a contractual right only and the Royalty Holder shall have no right, title or interest in the Property save for those rights granted in the Agreement. Nothing in this Schedule or the Agreement shall in any way limit the Owner's rights as the Owner or lessee of the Property or its interest therein, including without limitation its right to set up such mining organization as it sees fit to bring the Property into production (solely, in partnership with others or otherwise), to manage and operate the mining organization, to commence, curtail, expand or terminate production from time to time and to market and sell products in

1.

-11-

such manner, as it may in its sole discretion decide, including the right to pre-sell such Products. The Owner may, but is not obligated to, beneficiate, mill, sort, concentrate, refine, smelt, or otherwise process or upgrade the ores and concentrates produced from ores mined from the Property prior to sale, transfer, or conveyance to a Purchaser. The Owner shall not be liable for mineral values lost in such processing except for losses resulting from the bad faith or gross negligence of the Owner. Upon the assignment of all or any part of such interest by the current Owner (but not the assignee) shall be relieved of any obligation to the Royalty Holder with respect to the future Net Smelter Returns attributable to the interest in the Property so assigned if the assignee shall have acknowledged in writing its agreement to be responsible for such obligation and any proceeds r eceived by the Owner from such assignment shall not be considered to be part of the Net Smelter Returns hereunder. Similarly, the Owner may mortgage or charge the Property or any portion thereof or any mill or other fixed assets or property located thereon (and the Royalty Holder shall cooperate in signing all consents and other documentation reasonably required in connection therewith) provided that it shall be a term of each mortgage or charge that the holder thereof or any person acquiring title to the Property upon enforcement of such mortgage or charge shall hold the same subject to the rights of the Royalty Holder hereunder. For greater certainty, a floating charge on the general corporate assets of the Owner shall be deemed not to be subject to the foregoing restriction.

6.

The owner shall have the right to commingle ore mined from the Property or products derived therefrom, with ores or products produced from other lands; provided that the Owner shall adopt and employ reasonable practices and procedures for weighing, determination of moisture level, sampling and assaying such ore or products and recording such data and utilize reasonably accurate recovery factors in order to determine the amount of economically recoverable Products derived from such ore or products. In addition, comparable procedures may be used by the Owner to apportion among the commingled ores any penalties imposed by the Purchaser. The Owner shall maintain accurate records of the results of such sampling, weighing and analysis and the Royalty Holder shall be permitted the right to examine, at all reasonable times and at its own cost, such records relating to any commingling of ores or products. Further, before the Owne r intends to implement or significantly change any procedure to commingle ores or products, the Owner shall provide the Royalty Holder with all relevant details concerning the reason for commingling and the methodology and procedures to be employed so that Royalty Holder can consent to such methodology and procedures. The Royalty Holder's consent will not unreasonably be withheld. If the royalty Holder takes no action within a 30-day period after notice is given, the Royalty Holder shall be deemed to have consented to the methodology and procedures and the Owner may employ it in the Owner's operations.

7.

If there is more than one Owner, the obligation of each separate Owner to pay its pro rata share of the Net Smelter Return royalty to the Royalty Holder shall be several and no Owner shall have any obligation with respect to any payments due to the Royalty Holder by any other Owner. Further, where the context requires, a reference to

1.

"Owner" herein in relation to the actual operation and management of the Property shall be deemed to be a reference to the operator or manager of the Property if such is not the Owner.

8.

The Owner shall, upon the written request of the Royalty Holder, execute and deliver such documents as may be necessary to permit the Royalty Holder to record its Net Smelter Returns royalty against the Property.

9.

Notwithstanding anything to the contrary herein contained, if any part of the right to receive the Net Smelter Returns royalty is assigned (including by operation of law) it shall be a condition of such assignment that the assignee(s) agree with the Owner and all other royalty holders as follows:

(i)

the amount of any Net Smelter Returns payable hereunder shall be settled only with a single royalty holder or a duly authorized nominee of all the royalty holders (the "nominee") as set forth by notice to the Owner (such notice to be executed by all royalty holders), and such settlement shall be final and binding upon all interested parties and the Owner shall not be required to make any accounting to any person save the Nominee;

(ii)

payment of the Net Smelter Return shall be made only to or to the order of the Royalty Holder or the Nominee and any payment by cheque payable to the Nominee "In Trust" and made in accordance with the provisions of the Agreement shall constitute full and complete discharge to the Owner of its obligations to make such payment hereunder and there shall be no obligation to see the distribution of any such payment;

(iii)

the Owner may settle disputes arising hereunder with the Nominee and such settlement shall be final and binding upon all interested parties;

(iv)

the Owner may rely upon any direction, advice or authorization signed by the Nominee and may act thereon as if the same was signed by all Royalty Holders and any other interested parties; and

(v)

the Owner shall not be required to deal with any person except the Nominee and each of the said interested parties shall exercise any of their respective rights only through the Nominee and shall require any of their respective assignees to agree in writing to be bound by the provisions hereof.,

EX-10

True North Agreement