form_20-f.htm

Acquisition

During the year ended March 31, 2011, the Company made a payment of $ 591,660 (US$ 600,000) plus certain acquisition costs to acquire a 100% interest in the Dawohodo prospecting concession, an adjacent mineral concession to the Esaase Gold property. A further payment of US$ 500,000 is payable pursuant to the agreement.

Free carried interest to the Ghanaian government

Pursuant to the provisions of the Ghanaian statute, effective in the forth quarter of the fiscal year 2011, the Ghanaian government acquired, for zero proceeds, a 10% free carried interest in the rights and obligations of the mineral operations of both Esaase Gold Property and Keegan Resources Ghana Limited (“Keegan Ghana”). Keegan Ghana has reserved for issue 10% of its common shares to the Ghanaian government, and one government representative was appointed to its Board of Directors. The 10% ownership stake represents a non-participating interest where the Ghanaian Government has rights to 10% of the net economic benefits of the Esaase Gold Project but does not have to contribute to its capital investment.

Ghanaian mining royalties

On March 19th, 2010, the government of Ghana amended section 25 of the Minerals and Mining Act of 2006 (Act 703), which stipulates the royalty rates on mineral extraction payable by mining companies in Ghana. The section now states that a holder of a mining lease, restricted mining lease, or small-scale mining license shall pay royalty in respect of minerals obtained from its mining operations to the Republic of Ghana at the rate of 5% of the total revenue earned from minerals obtained by the holder. Currently, uncertainty exists on how this amendment will affect the Esaase gold property’s existing mining lease and whether this rate will change as the Company goes through negotiations with the government with respect to a stability agreement on the project.

Esaase option agreement suit

To date, there has been no material progress with respect to the outstanding lawsuit against the Company and the Ghana Minerals Commission pertaining to the title on the Esaase property. The Company continues to view the allegations as being without merit and are being defended vigorously. (See financial statements for details.)

Project Description and Location

The Esaase Property is located in southwest Ghana, West Africa. It is located in the Amansi East District, in the Ashanti Region, approximately 35km south west of the regional capital Kumasi (Figure 1).

Figure 1: Location of Esaase Property

Source: Technical Report

The Esaase Property consists of two mining concessions, named the Esaase Concession and Jeni River Concession. The Esaase Concession is approximately 10km in a north east direction by 4km in a north west direction covering 42.32km2. The centre of the Esaase Concession is located at 1º 53’ west, 6º 34’ north. The Jeni River Concession is approximately 10 km in an east west direction and 5 km in a north south direction. The centre of the Jeni River Concession is located at 1º 98’ west 6 º 52’ north and covers an area of 49.74 km2. The boundaries of the Esaase Concession and the Jeni River Concession have not been legally surveyed, but are described by latitude and longitude via decree (see Figure 2).

Figure 2: Esaase Concession and Jeni Concession

Source: Technical Report

Mining leases to the Esaase Concession and the Jeni River Concession have been granted to Keegan by the Ministry of Mines and Energy. The government maintains a 10% carried interest in all mining leases within Ghana, which does not occur until production (i.e. the government receives 10% of all net profits from mining operations). The surface rights on the Esaase Property are owned by the Ashanti stool (a local ethnic group), and at the production stage the Ashanti stool may apply for the right for compensation. The amount of the compensation is subject to the approval of the Minister of Mines in consultation with the Land Valuation Board.

The Esaase Concession and Jeni River Concession leases are classified as mining permits, which allow the company to carry out mining provided certain conditions and fee payments are maintained with the Ministry of Mines and Energy. The Esaase Jeni River Concession lease was granted in 1990 to Jeni River Development Company Limited and the Esaase Concession lease was granted to Bonte Gold Mining in 1990. Both the Esaase Concession and the Jeni River Concession leases are valid until September 4, 2020. Both Jeni River Development Company Limited and Bonte Gold Mining went into bankruptcy in 2002.

The Government of Ghana is entitled to acquire a special or “golden share” in any Ghana mining company at any time for no consideration. This special share may constitute a separate class of shares with such rights and restrictions as the Government of Ghana and the mining company may agree. In the absence of such agreement, the special share has the following rights: the special share is a preference share and carries no voting rights, but the holder is entitled to receive notice of and attend and speak at any general meeting of the members or any separate meeting of the holders of any class of shares; the special share may only be issued to, be held by, or transferred to the Government of Ghana or another person acting on behalf of the Government of Ghana and duly authorized; the written consent of the holder of the special share is required for all amendments to the organizational documents of the company, the voluntary winding-up or liquidation of the company or the disposal of any mining lease or the whole or any material part of the assets of the company; the special share does not confer a right to participate in the dividends, profits or assets of the company or a return of assets in a winding-up or liquidation of the company; and the holder of a special share may require the company to redeem the special share at any time for no consideration or for an amount determined by the company. Keegan Ghana has not issued or, to date, been requested to issue a special share to the Government of Ghana.

The Government of Ghana has a pre-emptive right to purchase all gold and other minerals produced by Keegan Ghana. The purchase price would be determined by (a) agreement between Government of Ghana and Keegan Ghana, (b) the price established by any gold hedging arrangement between Keegan Ghana and any third party

approved by the Government of Ghana, and (c) the publicly quoted market price prevailing for the minerals or products delivered at the mine where the pre-emptive right was exercised.

History of the Esaase Concession

The Government of Ghana by mining lease (the “Esaase Mining Lease”) dated September 4, 1990 granted the Esaase Concession to Bonte Gold Mines Limited (“BGM”) for a term of 30 years. Subsequently, in 2003, Bonte Mines Limited, as BGM was subsequently called, went into official liquidation under Section 7 of the Bodies Corporate Official Liquidation Act, 1963 (Act 180) and the Registrar of Companies of the Republic of Ghana was appointed the Official Liquidator of BGM. By such appointment, the Official Liquidator became legally vested with power and authority to deal with BGM assets, including the Esaase Mining Lease. The Official Liquidator, for valuable consideration, assigned the unexpired (remaining) term of the Bonte Mining Lease to Sametro pursuant to a Deed of Agreement dated July 4, 2005.

The key consideration for the assignment of the Esaase Concession by the Official Liquidator to Sametro was the agreement of Sametro to pay US$800,000 in two instalments of $400,000, the first as deposit and the last instalment of US$400,000 to be paid within 12 months from the effective date of the assignment. The Esaase Mining Lease, contains provisions for a 10% government carried interest, a 3% NSR to the government, and a 0.5% NSR to the Official Liquidator.

Subsequently, pursuant to the Option Agreement, as amended on June 1, 2006, Sametro granted Keegan the option to acquire 100% interest and title in the Esaase Concession subject to the terms and conditions of the Option Agreement, including cash payments, share issuances to be made and work obligations to be incurred by Keegan.

Under the Option Agreement, Keegan made payments of US$700,000 during 2006 and 2007, including an advance payment of US$200,000 due upon production at the Esaase Concession. The advance payment was made in order to extinguish the interest of the Official Liquidator in the Esaase Concession. Keegan also agreed to issue 780,000 common shares over a three year period, of which 40,000 shares were issued in 2006, and the balance of the shares to be issued were renegotiated under the May 29, 2007 tri-partite agreement described below.

The Option Agreement was ratified by a resolution of the Board of Directors of Sametro dated May 18, 2006. At the material time of entering into the Option Agreement, Sametro had only paid the initial cash deposit of US$400,000 to the Official Liquidator and was in default of paying the 2nd instalment amounting to US$400,000. On April 10, 2007, or thereabouts, it came to Keegan’s attention through a letter of demand from solicitors purporting to act on behalf K.O. Consortium that Sametro was indebted to one Kwame Owusu (trading under the name and style of K.O. Consortium) under a loan agreement, the proceeds of which were used to pay part of the initial deposit of US$400,000, being part of the consideration for the Esaase Concession to the Official Liquidator.

The same letter from the solicitors noted that K.O. Consortium had obtained a High Court judgment enforcing the assignment of the Esaase Concession to K.O. Consortium (the creditors) upon default by Sametro to pay the debt. To retrieve and protect its interests in the Esaase Concession, Keegan went into tripartite negotiations with K.O. Consortium and Sametro as a result of which Keegan entered into a tripartite agreement dated May 29, 2007, pursuant to which Keegan paid $850,000 to K.O. Consortium through their solicitors to liquidate the debt of Sametro and issued 40,000 common shares to Sametro, in full satisfaction of Keegan’s obligations to Sametro under the Option Agreement.

Pursuant to the tripartite agreement dated May 29, 2007 (and announced June 14, 2007 after Ministerial Approval) Sametro assigned the Esaase Concession to Keegan Ghana by Deed of Assignment (the “Deed of Assignment”) dated May 26, 2007 and stamped as No. LVB 12/91/07. Based upon an application made by Ekow Amua-Sekyi on behalf of Sametro, the Deed of Assignment further received Ministerial approval as required by the Ghana Mining Act, 2006 (Act 703) as per letter of the Minister of Lands Forestry and Mines dated June 8, 2007. Thereafter, Keegan, acting through Keegan Ghana, entered into possession of the Esaase Concession to commence active gold prospecting operations thereon.

In July 2008, Sametro commenced a legal proceeding against Keegan Ghana and the Minerals Commission, the statutory regulators of the mining industry in Ghana, claiming the Deed of Assignment was obtained on the basis of fraud. The Company is vigorously defending against this claim.

In March 2008, Keegan acquired the Jeni River Mining lease for consideration of US$50,000 which was paid to the BLC on behalf of Jeni River Gold Mines and US$50,000 paid to the Minerals Commission of Ghana to transfer title. The Ghanaian government retained a standard 10% carried interest and 3% NSR, and the BLC retained a 0.5% NSR on behalf of BGM.

The Bonte Gold Mining alluvial operation resulted in a large silting of the associated drainage system utilised by the dredging operation. Under the agreement with the liquidation committee acting on behalf of the Ghanaian Government, Keegan assumes no environmental liability to any resulting environmental liabilities arising from the operations of Bonte Gold Mines on the Esaase Concession. On the Jeni River Concession, Keegan agreed to reclaim the tailings as part of any large scale mining operation in the drainage.

All resources and areas of more significant exploration potential defined to date lie within the area covered by the lease to the Esaase Concession and the lease to the Jeni River Concession. Permits to explore on the Esaase Property are obtained from the EPA on a yearly basis. Keegan currently has an EPA permit to explore up until December 31, 2010. Keegan also has the right to mine under the existing mining leases; however, a mine plan will need to be submitted to the EPA who would subsequently issue a mining permit.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Esaase Property is accessed from Kumasi city by taking an asphalt road west 10km to the Bibiani Junction at Asenemuso and then southwest 10km to the village of Wioso. At Wioso a secondary asphalt road is taken 8km south to the village of Amankyea then by secondary gravel roads a further 11km via the villages of Ahewerwa and Tetrem. The Esaase Property itself is accessed by a series of secondary roads constructed either by the former Bonte Gold Mines or by Keegan. Other parts of the Esaase Property are currently undergoing surface exploration and are accessed by both dirt roads and by footpaths.

The annual rainfall is in the range of 1500mm to 2000mm with temperatures ranging from 22°C to 36°C. A major rainy season occurs from April to July followed by a minor one from September through to October. Keegan has operated without cessation or delay throughout both rainy seasons.

The Esaase Property is drained by the Bonte River. The Bonte River is bounded on both sides by steep hills. The area is predominantly subsistence farmland producing mainly food crops and about 50% of this land is covered with secondary forest and thick brush. The valley floor has been extensively placer mined and now consists primarily of placer tailings.

The exploration camp on the Esaase Property and surrounding villages are connected to the national electrical grid. Mobile phone communication is accessible in most parts of the Esaase Property, and a satellite dish is installed in the exploration camp for internet access. The nearest medical clinic and police station are located at Toase-Nkawie, on the Bibiani Highway, 20km from the exploration camp. Hospitals and most government offices are available in Kumasi. Food and general supplies are also purchased in Kumasi. High voltage power lines run along the Bibiani Highway eight kilometres from the Esaase Property.

History

The Bonte area has a long history of artisanal mining, associated with the Ashanti Kingdom. There is also evidence of adits driven by European settlers, between the period from 1900 to 1939, although no documented records remain of this activity. Drilling was conducted on the Bonte river valley alluvial sediments during 1966 and 1967 to determine alluvial gold potential, however the Company has no reliable information on any production during this time. In 1990, the Bonte mining lease was granted to Akrokerri-Ashanti Gold Mines (“AAGM”) and was later transferred to BGM, a local subsidiary of AAGM. BGM reportedly recovered some alluvial gold on the Esaase Property, however this past gold production is of no relevance to Keegan’s exploration program as Keegan is focused on the discovery of hard rock resources on the Esaase Property.

Geological Setting

The geology of Ghana is comprised predominantly of rocks of the Birimian and to a lesser extent of units of the Tarkwaian. The Birimian consists of narrow greenstone (volcanic) belts, which can be traced for hundreds of

kilometres along strike but are usually only 20 to 60km wide, separated by wider basins of mainly marine clastic sediments. Along the margins of the basins and belts there appears to be considerable interbedding of basin sediments and volcanoclastic and pyroclastic units of the volcanic belts. Thin but laterally extensive chemical sediments, consisting of cherts (type of sedimentary rock), fine-grained manganese-rich and graphitic sediments, often mark the transitional zones. The margins of the belts commonly exhibit faulting on local and regional scales. These structures are fundamentally important in the development of gold deposits for which the region is well known.

The Tarkwaian rocks consist of a distinctive sequence of metasediments (quartzite, conglomerate and phyllite) occurring within a broad band along the interior of the Ashanti Belt. They host important paleoplacer gold deposits in the Tarkwa district. Equivalent rock types occur in other belts of the region but in relatively restricted areas. In the type locality at Tarkwa, the sequence is in the order of 2.5km thick, whereas in the Bui belt, comparable units are about 9km thick sediments that mark a rapid period of erosion and proximal deposition during the late-stage of an orogenic cycle.

The Esaase Property area contains a system of gold-bearing quartz veins hosted by tightly folded Birimian-age sedimentary rocks. Geological units on the Esaase Property have been interpreted by a combination of airborne geophysical resistivity mapping, resource definition drilling and associated outcrop mapping. The rocks of the Esaase Property can be divided into metasedimentary units with high electrical and electromagnetic resistivity and highly conductive rocks. Within the resource zone, the host rocks can be divided between phyllite and siltstone (ore zone predominant in hanging wall of resistivity break) and sandstone/greywacke (predominant in footwall of resistivity break). Host rocks to ore range from massive thinly layered phyllite through interlayered phyllite and siltstone, to massive silt and sandstone. Although recognizable stratigraphy appears to be present, the similarity of rock types, folding and faulting precludes correlation of individual stratigraphic units at this stage of core drill and outcrop density. The structural architecture of the Esaase Property area is dominated by fold-thrust patterning followed by a late stage strike-slip deformation event.

The metasediments are intruded post-kinematically by dikes and small stocks of intermediate to felsic composition, i.e. tonalite to granodiorite. In the southern portion of the deposit on the Esaase Property, these intrusions are intensely brecciated and mineralized and occur at or near the footwall of mineralization and are themselves mineralized. The existence of weathering profile on the Esaase Property is strongly influenced by topography. The typical weathering horizon in tropical settings in West Africa consists of laterite (+- duracrust), saprolite, oxidized bedrock, and bedrock (there is often a gradational zone, “saprock” between the saprolite and oxidized bedrock). At the higher elevations at the Esaase Property, the laterite and saprolite, and much of the saprock has been weathered away, leaving behind oxidized bedrock. At intermediate elevations the weathering profile is mostly intact and may be covered by transported colluvium. At the lowest elevations, the entire profile is covered by either alluvium or residual tailings from previous alluvial operations.

Exploration

No modern-style lode exploration was completed on the Esaase Property prior to the commencement of exploration by Keegan in mid 2006. Since mid 2006, Keegan has undertaken an aggressive exploration program combining soil geochemistry, Induced Polarization (“IP”) geophysical surveys, VTEM airborne geophysics, followed by trenching, diamond and reverse circulation exploration, and resource drilling.

Soil Sampling Program

Keegan commenced a soil-sampling program upon acquisition of the Esaase Concession in June 2006 and has received assay results from over 4,000 soil samples. Sampling was undertaken on north east oriented lines spaced 100-400 meters apart with samples taken at 25 meter intervals along the lines. This program extended the initial soil sampling completed in March 2006 as part of initial due diligence on the Esaase Concession. After the acquisition of the Jeni River Concession, Keegan expanded its soil program to the Jeni River Concession and has obtained over 2,100 samples from this concession using an identical sampling regime.

Soil samples were obtained wherever there was not an obvious alluvial disturbance or alluvial material, and care was taken to sample below the organic horizon. The material below the organic horizon on ridge tops or steep slopes from higher elevations is weathered bedrock, whereas that taken nearer to the alluvial creek bottoms is underlain by

colluvium, laterite, and/or saprolite. Drilling and trenching indicate that soil samples from weathered bedrock, on average, have gold levels within an order of magnitude of the underlying rock values. Soil samples from non bedrock sources (ie alluvial) tend to have much lower gold values than the underlying bedrock. As a result of this observation, Keegan has begun an auger sampling program in order to get samples at or closer to the bedrock/soil interface.

Geophysical Programs

An IP program was completed in 2006 which successfully identified significant faults that are interpreted as significant mineralization boundaries. In order to identify other such structures, Keegan contracted Geotech Ltd. to perform an airborne versatile time domain electromagnetic system geophysical program on the Esaase Property in October 2007, and a total of 2,266 line-km were flown. In-field data processing involved quality control and compilation of data collected during the acquisition stage using the in-field processing centre established in Ghana. The survey was flown at nominal traverse line spacing of 200m. Flight line directions were N130°E/N50°W. The helicopter maintained a mean terrain clearance of 122m.

The data was processed and interpreted by Condor Consulting, Inc., who performed analysis on line data in order to determine the best time delay channels to use. Condor performed Layered Earth Inversions, generated depth slices for the survey and characterized the 2D and 3D nature of the survey. It was found that significant breaks changes in the resistivity values of the rocks along what are interpreted as north east oriented structures occur. These breaks correlate with the position and orientation of gold anomalies, which are expressed both in the surface soils that overlie these breaks and in the subsurface as indicated by drilling

Mineralization

Gold mineralization on the Esaase Property occurs in quartz - carbonate veins hosted within parallel north east trending, moderately to steeply west dipping bodies of extremely deformed siltstone shale. One form of disseminated alteration most commonly noted in oxidized rocks is quartz-sericite-pyrite alteration. This alteration type is not distinctly different in coloration in fresh core and is thus difficult to detect in that state. Surface weathering converts the sericite to white kaolinite creating a bright white color alteration distinguishable even at great distance when exposed in trenches, road cuts, and drill pads. At closer scale, pyrite pseudomorphs can be distinguished. The second stage consists of pervasive carbonate alteration in the form of carbonate porphyroblasts, particularly after andalusite in phyllitic rocks. Carbonate flooding is more prevalent in siltstone where precursor andalusite porphyroblasts did not form.

Quartz veining occurred within the mineralization envelopes over most of the duration of the extensive fold and thrust and strike slip deformation events on the Esaase Property. Four stages of veins can be identified, which include an early unmineralized quartz only vein stage which has undergone deformation and brecciation. A second vein stage consists of myriad fine spider-web-like quartz-carbonate veins. These veins are also early and are consistently deformed and offset. The third stage consists of quartz-carbonate±sulfide veins with visible free gold. The associated sulfide is generally pyrite, but up to 15% of it can be chalcopyrite and minor arsenopyrite variably occurs as well. Finally, late stage post-mineral calcite veins crosscut all previous features.

Veins that contain visible gold overwhelmingly strike, have sub vertical dips and are either planar or S-shaped. Thus they are oblique in orientation to the overall strike and dip of mineralization and appear to be bounded by aforementioned thrust faults and can thus be described as en echelon vein sets form en-echelon sets, which were likely emplaced during a transition from fold thrust deformation to left lateral strike slip deformation.

Drilling

Drilling at the Esaase Property has been managed by Keegan and Coffey Mining Pty Ltd. geologists and to date has been constrained geographically to the south central portion of the Esaase Concession. Surface RC and Diamond Core (“DC”) drilling has been completed, and the ongoing drill program is designed to test the mineralized corridor delineated from soil sampling, trenching, drilling and geophysical interpretations.

The initial 33 diamond drillholes were completed by Eagle Drilling contractors with the remainder completed by Geodrill Ltd. contractors. Both of these drilling companies are reputable Ghana based companies providing RC and PC Diamond drilling services consistent with current industry standard. Over 800 drillholes have been completed totaling over 200,000 m of which 467 of these drillholes (in the currently defined resource area) were used for the resource estimates on the Esaase Property disclosed in the Technical Report.

Drilling Procedures

Drillholes were surveyed on approximately 50m downhole intervals. The initial 33 diamond drillholes were completed by Eagle Drilling using a Longyear 38 skid mounted diamond drill. The Geodrill rig utilized in the RC drilling is multipurpose and completed the remaining diamond component of drilling also.

Sampling and Analysis

RC drill chips were collected as 1m intervals downhole via a cyclone into PVC bags, and then weighed prior to splitting. The collected samples were riffle split using a three tier Jones riffle splitter. A final sample of approximately 2kg was collected for submission to the laboratory for analysis. All 1m samples were analysed. RC chip trays were systematically compiled and logged with all bulk rejects being stored at the Keegan exploration camp in Esaase.

For the DC, mostly 1 m intervals were taken unless geological features were identified requiring smaller intervals. After December 2006, nominally 1m intervals were taken. 9.8% of diamond core sampling was submitted as whole core with the remaining 90.2% was submitted as half core. These sampling intervals are much smaller than the true width of mineralized zones, which is variable throughout the deposit, but is typically in excess of 30m. After the marking out of the required interval, the core was cut in half by electric diamond blade core saw. The cut is made 1cm to the right (looking downhole) of the orientation line with the left side being retained and the other half broken up for assay. In the upper oxide zone, where the core was too friable for diamond saw cutting, the procedure was to dry cut or cleave the core.

Core structure orientations were routinely recorded to assist in determining the controls on mineralization, in establishing a reliable geological model for resource estimation, and to provide additional geotechnical information to determine likely blast fragmentation and pit stability characteristics. The core was transferred from the trays and pieced together on a V-rail (angle iron) rack and the orientation line (bottom of hole), determined by the orientation tool recorded during drilling, is drawn along the entire length of the assembled core. Geotechnical logging has recorded percentage core recovery, rock quality density percentage, rock type, weathering, rock strength and fractures per metre. This basic geotechnical logging is considered appropriate at this stage of project development.

Sample recovery for RC drilling was noted as very good and averages approximately 34kg/m drilled. Bulk sample weights have been systematically recorded for each metre drilled. Sample recovery in diamond holes was very good although recoveries for core from the moderate to highly weathered saprolite and highly fractured and brecciated zones returned poor recoveries. Keegan utilised HQ3 drilling to minimize the core loss in the weathered zones.

The sampling procedures adopted for drilling are consistent with current industry best practise. Samples collected by diamond coring within the highly weathered zones are of moderate quality, with the remainder being high. Sample recoveries and quality for the RC drilling are high with drilling switching to diamond core once wet samples were noticed. Dedicated drillhole twinning of the DC drilling and RC drilling has not been completed by Keegan at this stage and it is difficult to determine if any negative bias has resulted in the DC drilling due to the use of water. A number of the DC holes had poor recovery in the highly weathered zone and there exists potential to wash the fine gold associated with the fractures and veining and therefore underestimate the gold content. RC field duplicate samples are routinely collected to allow assessment of the field sampling error (or bias) once the laboratory error, determined from analysis of pulp duplicates, has been subtracted. Acceptable reproducibility has been identified during an assessment of RC field duplicate data generated and no distinct bias is evident.

The quality control (“QC”) procedures adopted by Keegan include: insertion of 16 internationally certified standard reference material; insertion of blank material; RC field duplicates taken; diamond core field duplicates completed by a second split at the 3mm jaw crushing stage; submission of selected umpire (control) samples to Societe Generale de Surveillance (“SGS”); and review by Keegan and the internal laboratory QC data on a batch by batch basis. In addition, the laboratories used by Keegan (SGS Tarkwa, Transworld Tarkwa, and ALS Kumasi) employ various quality control procedures that are in accordance with industry standards. SGS Tarkwa has been used as the primary laboratory by Keegan since February 2007. The Technical Report analyzed certain QC data including standard and blanks (both field and laboratory), RC filed duplicates, and laboratory repeats, re-assayed pulps and umpire assaying, and generally found equivalent means and acceptable levels of precision in the majority of cases, with some minor exceptions.

The Technical Report concluded that the current Quality Assurance/Quality Control (“QA/QC”) systems in place at the Esaase Property to monitor the precision and accuracy of the sampling and assaying are adequate and should continue to be implemented. Pertinent conclusions from the analysis of the available QA/QC data include: use of Certified Standard Reference material has shown a significant relative low bias for SGS, Tarkwa; use of Certified Standard Reference material has shown a relative high bias for Transworld, Tarkwa and this interpretation is supported by the umpire analysis program; repeat analyses have confirmed that the precision of sampling and assaying is generally within acceptable limits for sampling of gold deposits; and umpire analysis at Genalysis in Perth has shown a lack of precision between the various laboratories. This lack of precision is currently unexplained and requires investigation.

Security of Samples

The close scrutiny of sample submission procedures by Keegan technical staff, and the rapid submission of samples from drilling for analysis, provides little opportunity for sample tampering. Equally, given the umpire assaying via an external international laboratory and the regular ‘blind’ submission of international standards to both the primary and umpire assay facilities, any misleading analytical data is readily recognised and investigated.

Keegan sampling procedures require samples to be collected in staple closed bags once taken from the rig. They are then transported to the Esaase Property camp to be picked up by the laboratory truck. The laboratory truck then takes them to the laboratory directly. Reference material is retained and stored at the Keegan exploration camp at the Esaase Property, as well as chips derived from RC drilling, half-core and photographs generated by diamond drilling, and duplicate pulps and residues of all submitted samples. Assessment of the data indicates that the assay results are generally consistent with the logged alteration and mineralization, and are entirely consistent with the anticipated tenor of mineralization.

The assay method applied by Transworld Tarkwa and SGS Tarkwa for the Esaase Property drilling includes: sample preparation where 3kg or less of sample was dried, disaggregated, and jaw crushed to 3mm, sample was pulverised to a nominal 95% passing -75 micron using an LM2 pulveriser; and two pulp samples were taken for analysis and pulp storage. In addition, sample analysis involved 50g charge, fire assay fusion, lead collection, and atomic absorption spectrometer (“AAS”) determination to 0.1parts per million (“ppm”).

The assay method applied by ALS Kumasi for the Esaase Property drilling includes: 3kg or less of sample that was dried, disaggregated, and jaw crushed to 2mm with a nominal 70% passing 2mm; sample was pulverised to a nominal 85% passing -75 micron using an LM2 pulveriser; and two pulp samples are taken for analysis and pulp storage. In addition, sample analysis involved a 50g charge, fire assay fusion, lead collection, and AAS determination to 0.1ppm

Analytical procedures associated with data generated to date by SGS Tarkwa, Transworld Tarkwa, and ALS Kumasi are consistent with current industry practise and are considered acceptable for the style of mineralization identified at the Esaase Property.

In 2008, Keegan contracted Lycopodium Ltd and Coffey Mining Pty Ltd., both in Perth Australia, to perform a preliminary scoping study for the Esaase Property. The scoping study entails detailed metallurgical studies and such studies are underway under the direction of Amdel labs in Perth Australia. Although the studies have not been completed, preliminary indications confirm the presence of coarse gold and tests to examine the potential for gravity recovery to enhance recovery have been proposed and accepted. Preliminary results from Amdel on composite samples indicate that a higher percentage of gold may be detected in screen fire assay than in regular fire assay. Keegan selected 103 representative samples from four intercepts of fresh core to examine the relationship between standard 50g fire assay and screen fire assay. The assay results show that the screen fire assay results are 28% higher than that of the standard fire assay. Investigations are ongoing and a much larger sample set is being tested to determine whether the increase in grade in the screen fire assay is statistically significant.

Mineral Resource Estimates

NI 43-101 compliant indicated and inferred resources were estimated on the Esaase Property as of December 13, 2010 (the “2010 Resource Estimates”), and are summarized in Table 2 below. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Cautionary Note to U.S. Investors Concerning Estimates of Indicated Mineral Resources. The following paragraph and accompanying table refers to “indicated mineral resources”. We advise U.S. investors that while this term is recognized and, in certain circumstances, required by Canadian securities regulations (under National Instrument 43-101 - Standards of Disclosure for Mineral Projects, as adopted by the Canadian Securities Administrators), it is not recognized by the U.S. Securities and Exchange Commission. The estimation of “indicated mineral resources” involves greater uncertainty as to their economic feasibility than the estimation of proven and probable reserves. U.S. investors are cautioned not to assume that any part or all of the mineral deposits in this category will ever be converted into reserves.

Cautionary Note to U.S. Investors Concerning Estimates of Inferred Mineral Resources. The following paragraph and accompanying table below also refers to “inferred mineral resources”. We advise U.S. investors that while this term is recognized and, in certain circumstances, required by Canadian securities regulations (under National Instrument 43-101 - Standards of Disclosure for Mineral Projects, as adopted by the Canadian Securities Administrators), it is not recognized by the U.S. Securities and Exchange Commission. The estimation of “inferred mineral resources” involves far greater uncertainty as to their existence, economic viability and legal feasibility than the estimation of other categories of resources. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable.

On December 13, 2010, the Company released an updated resource estimate for the Esaase Gold Project. The updated resource includes 3.23 million ounces of gold (an increase of 42%) in an Indicated Mineral Resource category with an average grade of 1.2 g/t Au at a 0.4 g/t Au cutoff and 1.68 million ounces of gold (an increase of 2%) in an Inferred Mineral Resource category at an average grade of 1.0 g/t Au applying a 0.4 g/t Au cut-off for a total inferred and indicated resource of 4.91 Moz of gold. A total of 770 holes drilled at collar spacing ranging from 25m by 40m to 40m by 80m and over 190,000m of drilling were used to establish the resource. This resource estimation represents over 3.5 km of strike length along the A-1 structure and includes drilling done in the B-1 and D-1 mineralized zones.

Third party database verification, grade shell geometry, variography, and multiple indicator and ordinary kriging were executed out of the Perth office of Coffey Mining.

All grade estimation for the resource estimates on the Esaase Property was completed using Multiple Indicator Kriging for gold. This estimation approach was considered appropriate based on review of a number of factors, including the quantity and spacing of available data, the interpreted controls on mineralization, and the style of mineralization. The estimation was constrained with geological and mineralization interpretations. The 2010 Resource Estimates was based on the available exploration drillhole database which was compiled by Coffey Mining Pty Ltd., and the database was reviewed and validated by Coffey Mining Pty Ltd. Data included samples from extensive trenching, but only the RC and diamond drilling sample data were included for use in the modelling process.

Samples were composited to 3m down-hole lengths with residual intervals less than 1.5m length being deleted from the composite file. Prior to deletion of composites less than 1.5m, statistical analysis was undertaken to determine the impact on mean gold grades. Deletion of these composites was deemed to have negligible impact on mean

grades and was therefore appropriate. The resulting file contained 13,496 composites with gold grades within mineralized domains.

The 2010 Resource Estimates were classified as indicated or inferred resources based on the confidence levels of the key criteria that were considered during the resource estimation, including drilling techniques, logging, drill sample recovery, sub-sampling techniques and sample preparation, quality of assay data, verification of sampling and assaying, location of sampling points, data density and distribution, database integrity, geological interpretation, rock dry bulk density, estimation and modeling techniques, and mining factors or assumptions (Multiple Indicator Kriging; 8mE x 10mN x 2.5mRL Selective Mining Unit).

Mineral Processing and Metallurgical Testing

Preliminary metallurgical test work was conducted on behalf of Keegan by Coffey Mining Pty Ltd. in July 2007, to determine potential amenability of oxide, transition and fresh ore zones to heap leach as well as carbon in leach (“CIL”) processing routes. Test work was completed at the IML laboratory in Perth, Western Australia. All three ore zones displayed amenability to conventional gold recovery via cyanidation with reasonable gold recoveries and reagent consumptions at both ‘as received’ RC chip sizing, and after grinding to typical CIL size ranges.

Mineralogical examination of the three ore zones indicated the presence of coarse gold in the transitional and fresh samples. This gold was generally fine at around 10 microns (“µm”) and occluded in pyrite, with the exception of the fresh sample which contained larger, free gold grains up to 300µm in size. Sulphide was predominately pyrite and minor arsenopyrite.

The ‘as received’ bottle roll tests conducted at approximately 1mm were used to indicate the likely amenability to heap leaching. The oxide material produced a recovery of 85.8% with a residue of 0.18g/t which is within the range of heap leach viable ores. The RC chip sample had a P80 sizing of 478µm which is considerably finer than would be achieved in a full scale crushing operation and requires follow up bottle roll and column test work at coarser size fractions to confirm gold recovery and percolation rate information.

The fresh and transitional zones produced recoveries of 66.8% and 65.3% respectively, with considerably higher residues ranging from 0.60g/t – 0.74g/t. These samples, although potentially heap leachable, were also considerably finer than would be achieved in a full scale crushing plant, and hence gold recoveries at coarser size fractions need to be investigated further. Both the transition and fresh samples were of a relatively high gold grade, which can bias the gold recovery percentages. At a lower head grade with the same residue value, the recovery percentage would be significantly lower.

The cyanidation test work carried out at differing grinds was used to estimate the likely performance of a conventional CIL process route, including grind sensitivity, indicative gold recovery and reagent consumptions for each ore zone. In all three cases, maximum recoveries were achieved at 75µm, however the oxide material showed little difference in recovery and residue grades below 300µm. The grind dependent nature of the fresh and transitional ores corresponds with the mineralogical data, in that the fine gold occluded in sulphide grains is liberated at finer grind sizes. Residue analysis indicated that a large portion of the non-leached gold resided in the -45µm fraction. The recoveries ranged from 79.4% for fresh material, 87% for transitional, and 91.4% for oxide, with residues of 0.37g/t, 0.32g/t, and 0.08g/t respectively.

A second, more comprehensive study, was undertaken by Amdel Limited in Perth WA during the first three quarters of 2009. The program examined a number of conventional processing options including whole ore cyanidation and gravity gold recovery followed by carbon in leach (CIL) cyanidation. Test work was conducted on core samples from both oxide and fresh material from the Esaase deposit. Gravity concentrate processes were tested, which suggested much higher total recoveries than suggested by the previously described bottle roll tests.

Results of the metallurgical test work show gold recoveries of 94% to 97% using a flowsheet incorporating a coarse primary grind, gravity recovery and CIL on the gravity tailing. The selected flowsheet is simple and has shown to be applicable to both the oxide and fresh composites tested.

The main metallurgical parameters of the selected flowsheet are summarized as follows:

• Coarse primary grind of 150 microns

• Centrifugal gravity concentration of gold with recovery of 40 to 70%

• CIL cyanidation of the gravity tailing, achieving a residue grade of 0.04 to 0.09 gram per tonne gold from oxide and fresh samples,

• Achieving an overall combined gold recovery of 94 to 97% to gravity concentrate and CIL.

Composite samples of drill core from broad based sections representing surface to depth oxide and fresh mineralization from both the "north" and "south" zones at Esaase were tested using the above flowsheet and an average gold recovery of greater than 95% was achieved. Head grades of the test composites varied from 1.2 to 2.3 grams gold per tonne. A summary of the results of gravity + CIL tests on Variability Oxide Composite (VOC) and Variability Fresh Composite (VFC) samples is shown below:

Test work results are based on multiple screen fire assay analyses of the CIL tailings and fire assay analyses of the gravity concentrate from the test work. The mineralization at Esasse is average in hardness and abrasivity for oxide and fresh material in Ghana. The grindability characteristics of the samples were found to be:

The main metallurgical process design parameters that were incorporated into a Preliminary Economic Assessment by Lycopodium Minerals Pty Ltd. and Coffey Mining Pty Ltd. of Perth, WA on the Esaase deposit are:

Preliminary Economic Assessment Study

Cautionary Note to U.S. Investors Concerning Estimates of Indicated Mineral Resources. The disclosure below uses the term “indicated mineral resources”. We advise U.S. investors that while this term is recognized and, in certain circumstances, required by Canadian securities regulations (under National Instrument 43-101 - Standards of Disclosure for Mineral Projects, as adopted by the Canadian Securities Administrators), it is not recognized by the U.S. Securities and Exchange Commission. The estimation of “indicated mineral resources” involves greater uncertainty as to their economic feasibility than the estimation of proven and probable reserves. U.S. investors are cautioned not to assume that any part or all of the mineral deposits in this category will ever be converted into reserves.

Cautionary Note to U.S. Investors Concerning Estimates of Inferred Mineral Resources. The disclosure below also uses the term “inferred mineral resources”. We advise U.S. investors that while this term is recognized and, in certain circumstances, required by Canadian securities regulations (under National Instrument 43-101 - Standards of Disclosure for Mineral Projects, as adopted by the Canadian Securities Administrators), it is not recognized by the U.S. Securities and Exchange Commission. The estimation of “inferred mineral resources” involves far greater uncertainty as to their existence, economic viability and legal feasibility than the estimation of other categories of resources. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable.

The Preliminary Economic Assessment Study (the “Study”) was undertaken in the spring of 2008 and completed by Lycopodium Minerals Pty Ltd. and Coffey Mining Pty Ltd. (see it at http://www.keeganresources.com/i/KGN_New/43101/43-101_Esaase_May_21_2010.pdf). The Study uses a base case Indicated Mineral Resource of 2.28 million ounces of gold (58.0 million tonnes grading 1.2 g/t gold at a cut-off grade of 0.4 g/t which relates to the economic cut-off in the Study) and Inferred Mineral Resource of 1.65 million ounces of gold (41.7 million tonnes grading 1.2 g/t gold at the same cut-off grade). The Study shows that the mine would recover 1.98 million ounces of gold at a waste to ore strip ratio of 3.5 to 1 over a 10-year mine life.

The Study is based on the resource estimate previously disclosed in March 2009 and demonstrates strong financial returns in the current economic environment and will be the foundation for further growth as Keegan continues with infill drilling to raise the resource classification and continues exploration drilling for additional resources. Keegan has begun a 50,000-metre drill program that includes exploration drilling of new targets identified by geophysics, soils and auger sampling.

Keegan is continuing infill and development drilling as well as metallurgical, environmental and engineering studies to advance the Esaase Project to the feasibility stage and ultimately production. Management of the Company believes that over the first three years, on average, Esaase will produce 243,300 ounces of gold per year at a head grade of 1.4 g/t Au. Over a projected 10-year mine life the current deposit would produce an average of 198,200 ounces of gold per year. Keegan's interest in the Esaase Project is the maximum allowable under Ghanaian law and Keegan holds a mining lease for the Esaase Project. The lease stipulates a 10% carried interest of the Esaase Project for the government of Ghana and 5.0% revenue royalty to the government and 0.5% NSR to a Liquidation Committee. The Study has been completed on a 100% Project basis and the results presented take a 3.5% royalty into account.

ITEM 4A

UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments.

ITEM 5

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our results of operations and financial condition for the fiscal years ended March 31, 2011, 2010 and 2009 should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere herein and Item 4: “Information on the Company”.

Overview

We are a natural resource company engaged in the exploration of properties in West Ghana. None of our properties have any mineral reserves and there can be no assurance any such mineral reserves will be discovered. However, our Esaase property has been determined to contain mineral resources.

We plan to pursue the plan of operations as described under Item 4: “Information on the Company”.

Item 5.A Results of Operations

Fiscal Year Ended March 31, 2011 Compared to Fiscal Year Ended March 31, 2010

Keegan reported a net loss of ($12,910,250) or ($0.26) per share for the year ended March 31, 2011, compared to a net loss of ($6.972,686) or ($0.18) per share during the same period in the previous year, an increase in loss of $5,937,564 or approximately 85%.

The primary reasons for the increase in the loss were the increase in administration expenses. Administration expenses increased by $5,841,876 (84%) as compared to the expenses incurred in the same period of the previous year mainly due to an increase in the amount of stock-based compensation, consulting, director’s fees and wages and benefits, project investigation costs, office, rent and administrative costs, and foreign exchange loss. These increases of expenses were partially offset by a decrease in travel, promotion and investor relations, and a decrease in regulatory fees, transfer agent and shareholder information.

The following are the discussions on the significant changes in administrative expenses:

Stock-based compensation increased by $5,700,910 (272%) as a result of new stock option grants during the year totaling 4,495,000 stock options, with a weighted average exercise price of $7.39, expiring five years from date of grant. During the year ended March 31, 2010, only 1,175,000 stock options were granted at a weighted average exercise price of $4.14. During both periods, additional stock-based compensation was recorded relating to the vesting of options granted in previous periods.

Consulting fees, director’s fees and wages and benefits increased by $681,303 (39%), office, rent and administrative costs increased by $175,280 (30%) consistent with the reasons described for the three-month period above.

During the year ended March 31, 2011, the Company incurred project investigation costs of $222,948 in relation to investigations to acquire additional concessions to expand the Company’s land holdings. As these investigations did not result in an acquisition, the costs were expensed within the period. No project investigation costs were incurred during the year ended March 31, 2010.

Travel, promotion and investor relations decreased by $313,417 (24%) as a result of reduced investor relations in the year ended March 31, 2010 compared to the same period of 2010. Higher travel, promotion and investor relations costs in the 2010 period related to a one time investor relations and communication program that started in August 2009.

Regulatory fees, transfer agent and shareholder information decreased by $34,989 (16%) as a result of reduced shareholder information distributions and certain filing fees. Higher that normal distribution and filing costs were incurred during the year ended March 31, 2010, which were indirectly related to the completion of a private placement during the period.

Professional fees decreased by $15,529 (3%) in the year ended March 31, 2010 compared to the same period of 2010 as a result of certain accounting functions being brought in-house. The decrease is offset by part of the increase in wages.

Other expenses increased by $95,688 during the year ended March 31, 2011 compared to the same period of the previous year driven mainly by the increase in foreign exchange loss by $491,234. This increase is a result of weakening of the US Dollar to the Canadian Dollar comparing closing exchange rates of US Dollar to Canadian Dollar as at March 31, 2011 and 2010. Further, as at March 31, 2011 the Company held more cash and cash equivalents in US Dollars compared to March 31, 2010.

Interest and other income increased by $375,875 (327%) compared to the year ended March 31, 2010 due to an increased investment income from the invested proceeds from the companies $213 million bough deal financing.

Fiscal Year Ended March 31, 2010 Compared to Fiscal Year Ended March 31, 2009

During the year ended March 31, 2010, Keegan reported a loss of ($6,972,686) or ($0.18) per share compared to a loss of ($4,176,396) or ($0.15) per share during the previous year, an increase in loss of $2,796,290.

Expenses incurred during the fiscal year ended March 31, 2010 increased by $3,323,850 as compared to expenses incurred during the fiscal year ended March 31, 2009 while other (income)/expense decreased by $527,560.

The primary reason for the increase in the loss was the increases in the amount of $1,512,433 in stock-based compensation, $798,933 in travel, promotion and investor relations, $488,200 in donation expense and $168,272 in office, rent and administrative costs; this, being offset by a decrease in foreign exchange loss of $490,532 and a non-reoccurring write-off of interest in resource properties of $170,596 which occurred during the fiscal 2009. The write-off of interest in resource properties occurred when Keegan terminated the agreement to acquire an interest in the Mt. Olives concession on May 27, 2008.

The following are the discussions on the significant changes in administrative expenses:

Stock-based compensation increased by $1,512,433 as a result of new stock option grants during the year of 170,000 options with an exercise price of $3.31, 300,000 options with an exercise price of $3.10, 485,000 options with an exercise price of $4.01 and 220,000 options with an exercise price of $6.50, all expiring five years from date of grant. During the year ended March 31, 2009, 100,000 options were granted at an exercise price of $1.12. During both fiscal years, additional stock-based compensation was recorded relating to vesting options granted in previous periods.

Travel, promotion and investor relations increased by $798,933 as a result of an increase in investor relations activities during the year ended March 31, 2010 compared to 2009. Further, the Company experienced increased participation in various investment and mining conferences.

During the period, the Company made a charitable donation of 75,000 common shares. The fair value of these common shares was recorded as donation expense.

Office, rent and administration increased by $168,272 as a result of increased rent of $135,783. The Company’s corporate offices in Vancouver moved to a new location. A further increase in office and administration costs was a result of the setting up and installation of office equipment, furniture and new computers and servers in the new office. There was also an increase in office supplies related to software purchases and printing costs related to the Company’s change of address and annual general meeting mailing. No such expenses were incurred during the same period in the prior fiscal year.

Amortization, bank charges, consulting fees, director fees and wages and benefits, professional fees and regulatory, transfer agent and shareholder information were consistent when comparing the fiscal year ended March 31, 2010 to that of March 31, 2009.

Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008

During the current year, Keegan terminated the agreement to acquire an interest in the Mt. Olives concession. Consequently it wrote off $170,596 in acquisition and deferred expenditures pertaining to the Mt. Olives concession.

During the year ended March 31, 2009, Keegan reported a loss of ($4,176,396) or ($0.15) per share compared to a loss of ($4,316,042) or ($0.17) per share during the previous year, a decrease of $139,646.

Expenses incurred during the fiscal year ended March 31, 2009 decreased by $551,149 as compared to expenses incurred during the fiscal year ended March 31, 2008.

The primary reason for the decrease in the loss was the decreases in the amount of $1,124,259 in stock-based compensation, $13,536 in foreign exchange loss and $281,595 in travel, advertising and promotion, being offset by increases in amortization by $17,373, consulting fees, directors’ fees and wages and benefits by $467,197, office, rent and administration by $38,548, professional fees by $288,500, regulatory fees by $44,002 and write-off of interest in resource properties by $170,596 and a decrease in interest income by $253,331.

Item 5.B Liquidity and Capital Resources

The Company reported working capital of $224,458,979 at March 31, 2011 compared to working capital of $47,944,791 at March 31, 2010, representing an increase in working capital of $176,464,328. As at March 31, 2011, the Company had cash and cash equivalents of $229,144,989 compared to cash and cash equivalents of $48,712,372 as at March 31, 2010.

During the year ended March 31, 2011, the Company raised net cash of $207,277,430, the majority of which from the Company’s February 17, 2011 bought deal financing.

On February 17, 2011, the Company completed a bought deal share offering pursuant to an underwriting agreement, under which the underwriters purchased an aggregate of 24,700,000 common shares of the Company at a price of $7.50 per common share for gross proceeds of $185,250,000. The underwriters exercised an over-allotment option to purchase an additional 3,705,000 common shares at $7.50, bringing the total gross proceeds from the bought deal financing to $213,037,500. Pursuant to the underwriting agreement, the Company paid a commission to the underwriters equivalent to 4.5% of the gross proceeds raised or $9,586,688 and incurred other cash share issuance costs totaling $613,292. In addition, the Company granted 284,050 share purchase warrants to the underwriters entitling them to purchase common shares of the Company at a price of $7.50 per share until February 17, 2013. The Company recorded share issuance costs of $652,595 related to the warrants granted to underwriters, representing the fair value or the warrants calculated using the Black-Scholes option-pricing method.

The remainder of the Company’s financing was $3,704,179 from the exercise of share purchase options and $735,732 from the exercise of broker’s warrants.

During the year ended March 31, 2010, the Company raised net cash of 59,869,420, of which $18,059,533 (net of commission of $960,000 and expenses of $180,467) from a brokered private placement financing, $39,065,543 (net of an underwriter fee $2,069,425 and expenses of $253,532) from a bought deal financing through a short-form prospectus.

During the year ended March 31, 2011, Keegan expended net $3,869,688 in general and administrative expenses and $21,983,300 (net of accounts payable and stock-based compensation) in property development, exploration and evaluation cost. Keegan has budgeted $4,300,000 for general and administrative expenses and $20,100,000 for property development, exploration and acquisition costs for the fiscal 2011.

The Company believes it currently has sufficient working capital on hand to meet its expected capital requirements for fiscal 2012 and 2013. Additional funds may be received through the exercise of currently outstanding common stock warrants and options or through the sale of additional common shares either as a private placement or common stock offering. The Company may also consider other forms of project financing that may include but won’t be limited to, debt.

As at March 31, 2011, the other sources of funds potentially available to the Company are through the exercise of 237,333 broker warrants with an exercise price of $7.50 and of the outstanding stock options with terms as follows:

	Number outstanding at	Number exercisable at
Exercise price	March 31, 2011	Expiry date	March 31, 2011
$2.44	305,000	November 10, 2011	305,000
$3.60	25,000	October 17, 2012	25,000
$4.20	440,000	February 5, 2013	440,000
$1.12	12,500	January 15, 2014	12,500
$3.31	120,000	June 2, 2014	120,000
$3.10	225,000	July 2, 2014	225,000
$3.10	75,000	July 17, 2014	75,000
$4.01	416,250	October 6, 2014	355,625
$6.50	220,000	December 14, 2014	192,500
$6.19	1,505,000	May 26, 2015	912,500
$7.83	115,000	October 20, 2015	43,125
$9.00	225,000	November 30, 2015	84,375
$8.00	2,530,000	March 17, 2016	632,500
	6,213,750		3,423,125

There can be no assurance, whatsoever, that any of these outstanding securities will be exercised.

During the years, financing for the Company’s operations was funded primarily from various share issuances through private placements and exercise of warrants and options. The Company has and may continue to have capital requirements in excess of its currently available resources. In the event the Company’s plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund its future operations, the Company may be required to seek additional financing.

Although the Company has been successful in raising capital, there can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

The Company is in the process of acquiring and exploring its interests in resource properties and has not yet determined whether these properties contain mineral deposits that are economically recoverable. The continued operations of the Company and the recoverability of expenditures incurred to earn an interest in its resource properties are dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, obtaining necessary financing to explore and develop the properties, and upon future profitable production or proceeds from disposition of the resource properties.

US GAAP Reconciliation

Our financial statements are prepared in accordance with Canadian GAAP. However, Note 16 to the financial statements included herein provides a reconciliation of the statements to U.S. GAAP.

Item 5.C Research and Development, Patents and Licenses, etc.

The Company conducts no research and development activities, and has no patents and licenses, nor is it dependent upon any for its business.

Item 5.D Trend Information

The Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the Company’s liquidity either materially increasing or decreasing at present or in the foreseeable future.

Item 5.E Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes of financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, which individually or in the aggregate is material to our investors.

Item 5.F Tabular Disclosure of Contractual Obligations

As at March 31, 2011, the Company has contractual comments with certain service providers in Ghana and Canada. The amounts due under these contracts and their payment terms are as follows:

	Payments due by period
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years

	$	$	$	$	$
Operating Lease Obligations	2,451,182	586,088	1,770,354	94,740	-
Total	2,451,182	586,088	1,770,345	94,740	-

ITEM 6

DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

Item 6.A Directors and Senior Management

The following table sets forth certain information relating to our directors and executive officers:

Table No. 6

Directors and Senior Management

Name	Position	Age	Date of First Election or Appointment
Maurice Tagami	President, CEO & Director	53	April 16, 2010
Shawn Wallace	Director / Executive Chair	41	March 3, 2010
Marcel de Groot(1)	Director / Chair of Audit/Compensation/Nominating Committee	37	Oct 1, 2009
Keith Minty	Director / Chair of Technical Committee	57	Oct 1, 2009
Tony Ricci	Chief Financial Officer	48	November 21, 2005
Michael Bebek(2) Greg McCunn	Corporate Secretary Incoming Chief Financial Officer	35 42	December 1, 2005 April 4, 2011
Robert J. McLeod (1)	Director	40	February 3, 2005
Gordon J. Fretwell (1)	Director	56	February 24, 2004
Dan McCoy	Director / Chief Geologist	50	November 25, 2004

(1)	Member of Audit Committee

(2)	Michael Bebek resigned as Corporate Secretary in August 2010.

Shawn Wallace Director and Executive Chair of Keegan has spent the last 20 years as a consultant to many successful junior mining companies where he was instrumental in building first class mining exploration and development projects. His particular expertise in corporate development, international mining deal structure and M&A activity will be key in guiding Keegan as it moves forward.

Position	From	Until
Keegan Resources Inc., Executive Chair	March 2010	Present
623845BC Ltd., President	March 2001	Present
Hunter Dickenson Inc.	September 1989	March 2001
Glenbriar Technologies Inc., Director	April 2003	March 2004
Advanced Projects, Director	March 2000	May 2001
Skye Resources Inc., Director	May 2001	Jan 2002
Tribune Mineral Corp., Director	May 2011	Present
Cayden Resources Inc., Director	July 2009	Present
Full Metal Minerals Corp., Director Georgetown Capital Corp., Director	November 2009 February 2011	Present Present

Mr. Wallace spends 100% of his time on the affairs of Keegan.

Maurice Tagami President and CEO of Keegan has a degree from the University of British Columbia in metallurgical engineering, is a registered professional engineer in the province of British Columbia and has over 28 years experience in mine development and operations. Mr. Tagami has played a significant metallurgical and project management role in numerous open pit, underground and heap leach projects in North and South America, Australia, Papua New Guinea, Africa, Europe and Asia and has actively participated in several plant commissioning and start-up periods. Recently, Mr. Tagami held the position of senior project manager for Canico Resource Corp. on the Onca Puma project, a large greenfields nickel laterite smelter project in Para state, Brazil where he was involved in the project from exploration through scoping and feasibility studies and basic engineering.

Position	From	Until
Keegan Resources Inc., President & CEO	July 2009	Present
Brett Resources Inc. Director	May 2008	Present
Kobex Resources Ltd., COO	February 2007	June 2009
Self Employed Consultant	Jan 2006	January 2007
Canico Resources Corp., Sr. Project Manager	May 2003	December 2005
Self-Employed	September 2001	April 2003
Eurozinc Mining Corp., Manager of Metallurgy	November 1999	August 2001
Sutton Resources, Manager of Metallurgy	July 1996	October 1999

Mr. Tagami spends 100% of his time on the affairs of Keegan.

Marcel De Groot a Director and Chairman of the Audit Committee as well as the Compensation and Nominating Committee for Keegan is a founder and President of Pathway Capital Ltd., a Vancouver based private venture capital corporation. Pathway Capital Ltd, formed in 2004, invests in and provides strategic support to early stage private and public companies. Companies backed by Pathway Capital have raised over $800 million in equity and completed over $900 million in M&A transaction since 2004. He is currently Chairman of Luna Gold Corp. and a director of Underworld Resources Inc. and Waterloo Resources Ltd. Mr. de Groot graduated from the University of British Columbia with a Bachelor of Commerce degree and articled with Grant Thornton LLP where he obtained the Chartered Accountant designation.

Position	From	Until
Independent Consultant	March 2004	Present
Underworld Resources Inc., Director	December 2006	Present
Luna Gold Corp., Director	June 2000	Present
Sandstorm Resources Ltd., Director	April 2008	March 2009
Ashton Mining of Canada, Director	October 2006	January 2007
Diamond Fields International, CFO	April 2003	February 2004
Chalk Media Corp., Director	November 2003	November 2004
Independent Consultant Keegan Resources Inc., Independent Director	October 1999 July 2009	April 2003 Present

Mr. De Groot spends 10% of his time on the affairs of Keegan.

Daniel T. McCoy is the former President and CEO and is currently a Director and the Chief Geologist of Keegan. Mr. McCoy obtained a B.S. and Ph.D in Geology from the University of Alaska and has over 22 years of work experience in the mineral exploration sector. Before being named President of Keegan, he was Senior Geologist from Placer Dome where he coordinated acquisitions and field programs for Placer’s Nevada generative exploration office and coordinator of acquisition and exploration projects in Alaska and Canada. From 1992 to 1995, he was a teaching and research associate at the University of Alaska, Fairbanks, and also served as a contract geologist for other major metals companies throughout the United States. His recent employment history is disclosed in the following table:

Position	From	Until
Placer Dome, Senior Geologist	January 1997	November 2004
Keegan Resources Inc., Director and Chief Geologist Cayden Resouces Inc., Director Georgetown Capital Corp., Independent Director	November 2004 September 2010 February 2011	Present Present Present

Dr. McCoy spends 100% of his time on the affairs of Keegan.

Tony M. Ricci is a former Director and Chief Financial Officer of Keegan and is currently the Corporate Secretary and Executive Vice President. Mr. Ricci is a chartered accountant who received his designation as a CA (Chartered Accountant) in 1989 and spent 100% of his time in public and private practice from that time through August of 2005. His recent employment history is disclosed in the following table:

Position	From	Until
Self-employed consultant	1994	Present
CFO and Director, Norsement Mining Inc.	August 2005	October 2007
CFO, Keegan Resources Inc. Director, Keegan Resources Inc.	November 2005 November 2005	April 2011 September 2007
CFO, Remstar Resources Ltd.	April 2006	June 2010
CFO and Secretary Altair Ventures	January 2006	Present
CFO, Petaquilla Minerals Ltd.	November 2006	January 2008
CFO, Mosam Capital Corp.	March 2006	April 2008
Director, Milk Capital Corporation	December 2006	Present
CFO, Petaquilla Copper Ltd.	January 2007	January 2008
CFO and Director, Lornex Capital Inc.	May 2008	June 2010
President and Director Jantar Resources Ltd.	May 2008	Present
CFO, EmerGeo Solutions Inc. CEO and Director, Georgetown Capital Corp.	May 2008 February 2011	Present Present

Mr. Ricci resigned as a Director of the Company on September 10, 2007, and has been holding dual positions as both CFO and Corporate Secretary. Due to significant growth within the Company as it continues its advancement; the need has arisen to divide these roles into two positions with Mr. Ricci continuing as Corporate Secretary and Executive Vice President as of April 2011.. He spends 50% of his time on the affairs of Keegan.

Michael Bebek was the Corporate Secretary of Keegan from December of 2005 until resigning from the position on August 30 of 2010.

Greg McCunn is the Chief Financial Officer of Keegan since April 4, 2011. Mr. McCunn is a mining executive with twenty years of domestic and international experience. His background includes technical, operational, corporate development and financial roles with Teck, Placer Dome, and several junior mining companies in Canada and Australia. He most recently spent three years as CFO of Farallon Mining Ltd. during which time the company completed construction and commissioning of the G-9 mine in Mexico. Mr. McCunn played an integral role in the friendly take-over of Farallon in January 2011 by Nyrstar NV. Prior to Farallon Mr. McCunn was Vice President, Project Development for Zincore Metals. He holds a Masters Degree in Business Administration as well as a Bachelor of Applied Science in Metallurgical Engineering. Mr. McCunn’s experience in bringing new mines into production will be a tremendous asset to Keegan as it rapidly moves the Esaase project to production. Mr. McCunn’s recent employment history is also disclosed in the following table:

Position	From	Until
Keegan Resources Inc., CFO	April 2011	Present
Tribune Minerals Corp., Director	May 2011	Present
Farallon Mining Ltd., CFO	June 2008	January 2011
Zincore Metals Inc., VP Project Development	June 2007	June 2008
Hunter Dickinson Inc., Senior project Analyst and Engineer Placer Dome Ltd., Senior Analyst, Corporate Development Teck Resources Ltd., Senior Project Engineer	March 2006 February 2004 January 2001	June 2007 March 2006 February 2004

Mr. McCunn devotes 100% of his time to the affairs of Keegan.

Robert J. McLeod is a Director of Keegan. Mr. McLeod is the VP of Exploration and a director of Full Metal Minerals Ltd. He has over 12 years of experience in mining and exploration, working for a variety of major and junior mining companies. Technical skills include advanced GIS and 3D geologic modeling, grade-block modeling and resource calculation, mine design and geostatistics, lithogeochemical and structural studies, as well as project generation and property evaluation. His exploration strategy is a multi-tier approach including: conceptual geologic and project generation, early-stage project advancement focusing on discovery, and advancing mid-stage projects towards feasibility. As an exploration geologist and project manager at Miramar’s Hope Bay project, he was part of the team that discovered the Naartok deposit, as well as expanding and delineating the Boston and Doris deposits. He was previously VP of Exploration for Atna Resources Ltd, where he helped assemble a portfolio of gold properties in Nevada. Mr. McLeod obtained his Bachelor of Science Degree, majoring in Economic Geology from UBC in 1993 and graduated from Queen’s University’s, Master’s in Geology, Mineral Exploration Program in 1998. He is a Fellow of the Society of Economic Geologists, member of the Association of Professional Engineers and Geoscientists of BC, Prospectors and Developers Association of Canada, Alaska Miners Association and the BC & Yukon Chamber of Mines. Mr. McLeod’s recent employment history is disclosed in the following table:

Position	From	Until
Miramar Mining Inc., Project Manager	January 2000	January 2003
Atna Resources Inc., Vice President	January 2003	January 2004
Keegan Resources Inc., Director	January 2004	Present
Full Metals Minerals Corp., VP Exploration and Director	June 2003	Present

Mr. McLeod devotes 10% of his time to the affairs of Keegan.

Gordon J. Fretwell is a Director of Keegan. Mr. Fretwell holds a Bachelor of Commerce degree and graduated from the University of British Columbia in 1979 with a Bachelor of law degree. Mr. Fretwell has, since 1991, been a self-employed solicitor in Vancouver practicing primarily in the areas of corporate and securities law. He currently serves on the board or is an officer of several public companies engaged in mineral exploration including Bell Resources Corporation, Copper Ridge Exploration Inc., Continental Minerals Corporation, Rockwell Ventures Inc., Grandcru Resources Corp., Pine Valley Mining Corp., Quartz Mountain Resources Ltd., and Icon Industries Ltd.

Mr. Fretwell devotes 10% of his time to the affairs of Keegan.

Keith Minty is a Director and Chairman of the Technical Committee of Keegan. Keith Minty obtained a B.Sc. in Mining Engineering from Queen' University, Kingston Ontario, Canada in 1978. He has over 25 years of open pit and underground mine operational and project development experience in North America, Central America and in Africa in base and precious metals, Platinum Group Metals and Industrial Minerals. Since 1997, Keith has held many corporate management and financial positions in companies listed on the Toronto and American stock exchanges. He has raised over $ 750 million as IPO's and financings for these companies. In 2008, he joined Thani Dubai Mining as the Chief Operating Officer where he is responsible for all project gold exploration and operations activities in Yemen and Egypt and new business development activities. Prior to joining Thani Dubai Mining limited, he was Hunter Dickinson Inc. South African country manager.

Position	From	Until
Keegan Resources Inc., Director	October 2009	Present
Thani Dubai Mining Ltd., COO	April 2008	Present
Star Gold Mines Inc., Director	May 2007	April 2009
K. Minty & Associates, President	February 2003	December 2007
China Diamond Corp., Director	March 2006	September 2006
Crow Fight Resources, President & CEO	April 2003	August 2003
Beartooth Platinum, President & CEO	August 2004	April 2005
North American Palladium, President & CEO	December 1997	February 2003

Mr. Minty devotes 10% of his time to the affairs of Keegan.

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 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.

Item 6.B Compensation

Cash Compensation

Total compensation accrued and/or paid (directly and/or indirectly) to all Directors/Senior Management during the year ended March 31, 2011 was CDN$ 256,507 in consulting fees, CDN$ 15,850 in professional fees, $863,987 in salaries and $112,500 in directors’ fees paid to directors and officers of the Company.

The following table sets forth information regarding compensation paid to our executive officers for the fiscal periods indicated:

Table No. 7

Officer and Director Compensation

		Annual Compensation
				Payouts
Name and Principal Position	Year	Salary ($)	Bonus ($)	LTIP Pay-outs ($)	All Other Compensation ($)	Total Cash Compensation ($)
Shawn Wallace Executive Chair	2011	256,042	40,000	Nil	Nil	296,042
Maurice Tagami President & CEO	2011	270,000	50,000	Nil	Nil	320,000
Daniel T. McCoy Director/ Chief Geologist	2011	Nil	Nil	Nil	256,507	256,507
Tony M. Ricci CFO	2011	93,750	Nil	Nil	15,850	109,600
Michael Bebek Corporate Secretary	2011	60,000	5,000	Nil	Nil	65,000
Richard Haslinger VP	2011	48,570	10,000	Nil	Nil	58,570
Andrea Zaradic VP	2011	30,625	Nil	Nil	Nil	30,625
Robert J. McLeod Director	2011	25,000	Nil	Nil	Nil	25,000
Gordon J. Fretwell Director	2011	25,0000	Nil	Nil	Nil	25,000
Marcel de Groot Director	2011	32,500	Nil	Nil	Nil	32,500
Keith Minty Director	2011	30,000	Nil l	Nil	Nil	30,000

The following table sets forth information regarding stock options held by our directors and officers as of March 31, 2011:

Table No. 8

Stock Option Grants

Name	Number of Options Held	% Of Total Options Granted	Exercise Price per Share	Grant Date	Expiration Date	Mkt. Value of Securities Underlying Options on Date of Grant
Tony Ricci	75,000	34%	$1.16	11/21/05	11/21/10	$1.16
	25,000	2%	$2.44	11/10/06	11/10/11	$2.44
	30,000	3%	$4.20	02/05/08	02/05/13	$4.20
	100,000 45,000	21%	4.01 $6.19	06/10/09 05/26/10	06/10/14 05/16/2015	$4.01 $6.19

Shawn Wallace	150,000	17%	$4.20	02/05/08	02/05/13	$4.20
	50,000	29%	$3.31	02/06/09	02/06/14	$3.31
	50,000 125,000 220,000 250,000	10%	$4.01 $6.19 $8.00	06/10/09 01/27/10 05/26/10 03/17/11	06/10/14 01/27/15 05/26/15 03/17/16	$4.01 $6.19 $8.00

Maurice Tagami	150,000	50%	$3.10	02/07/10	02/07/14	$3.10
	50,000 125,000 220,000 250,000	10%	$4.01 $6.19 $8.00	06/10/09 01/27/10 05/26/10 03/17/11	06/10/14 01/27/15 05/26/15 03/17/16	$4.01 $6.19 $8.00

Dan McCoy	32,909	18%	$2.44	11/10/06	11/10/11	$2.44
	75,000	8%	$4.20	02/05/08	02/05/13	$4.20
	50,000 125,000 220,000 150,000	10%	$4.01 $6.19 $8.00	06/10/09 01/27/10 05/26/10 03/17/11	06/10/14 01/27/15 05/26/15 03/17/16	$4.01 $6.19 $8.00

Marcel de Groot	75,000	25%	$3.10	02/07/10	02/07/14	$3.10
	25,000 45,000 45,000 50,000	5%	$4.01 $6.19 $8.00	06/10/09 01/27/10 05/26/10 03/17/11	06/10/14 01/27/15 05/26/15 03/17/16	$4.01 $6.19 $8.00

Keith Minty	75,000	25%	$3.10	02/07/10	02/07/14	$3.10
	25,000 45,000 45,000 50,000	5%	$4.01 $6.19 $8.00	06/10/09 01/27/10 05/26/10 03/17/11	06/10/14 01/27/15 05/26/15 03/17/16	$4.01 $6.19 $8.00

Gordon Fretwell	25,000	5%	$4.01	06/10/09	06/10/14	$4.01
	25,000	2%	$2.44	11/10/06	11/10/11	$2.44
	20,000 45,000 45,000 50,000	2%	$4.20 $6.19 $8.00	02/05/08 01/27/10 05/26/10 03/17/11	02/05/13 01/27/15 05/26/15 03/17/16	$4.20 $6.19 $8.00

Rob Mcleod	25,000	5%	$4.01	06/10/09	06/10/14	$4.01
	50,000	4%	$2.44	11/10/06	11/10/11	$2.44
	20,000 45,000 45,000 50,000	2%	$4.20 $6.19 $8.00	02/05/08 01/27/10 05/26/10 03/17/11	02/05/13 01/27/15 05/26/15 03/17/16	$4.20 $6.19 $8.00

Michael Bebek	50,000	4%	$2.44	11/10/06	11/10/11	$2.44
	50,000	5%	$4.20	02/05/08	02/05/13	$4.20
	25,000 50,000 45,000	5%	$4.01 $6.19	06/10/09 01/27/10 05/26/10	06/10/14 01/27/15 05/26/15	$4.01 $6.19

During the fiscal 2011, Michael Bebek exercised 50,000 options at a price of $2.44 per share, 22,500 options at a price of $6.19 per share, 21,875 options at a price of $4.01 per share, and 50,000 options at a price of $4.20 per share.

During the fiscal 2011, Tony Ricci exercised 75,000 options at a price of $1.16 per share

During the fiscal 2011, Dan McCoy exercised 41,598 options at a price of $2.44 per share, and 32,909 options at a price of $2.44 per share.

Director Compensation. 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 Keegan other than services ordinarily required of a Director.

Stock Options. Keegan may grant stock options to Directors, Senior Management, consultants and employees. Stock options have been granted and 1,195,132 were exercised during Fiscal 2011. Refer to Item #6.E., “Share Ownership” and Table No. 8 for information about stock options outstanding.

Change of Control Remuneration. Keegan had no plans or arrangements, other than clauses within individual employment agreements with its employees, in respect of remuneration received or that may be received by Executive Officers of Keegan in Fiscal 2011 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. Keegan paid $105,000 in bonuses in the Fiscal year ending March 31, 2011. Except for these bonuses and the stock option program discussed in Item #6.E., Keegan had no profit sharing plans pursuant to which non-cash compensation was paid to Keegan’s Directors or Senior Management. The Company does not have a formal annual incentive bonus plan in place. Any award of a bonus to Senior Management is entirely at the discretion of the Board of Directors. In considering the payment of a discretionary bonus to Senior Management, the Committee takes into account the individual performance and efforts of the officer during the year, the progress made by the Company in furthering its business plan and the overall economic climate.

Pension/Retirement Benefits. No funds were set aside or accrued by Keegan during Fiscal 2011 to provide pension, retirement or similar benefits for Directors or Senior Management.

Item 6.C Board Practices

The Directors hold office for a term of one year or until the next annual general meeting of the Company, at which time all directors retire, and are eligible for re-election. Information concerning the length of each Director’s service is set forth in “Item 6.A--Directors and Senior Management”. Except as described in “Item 6.B Compensation” above, none of our directors has any service agreements with the Company providing for benefits upon termination of employment.

Constitution and Independence of the Board

The Company’s board of directors currently consists of seven directors. Four of the directors, Gordon Fretwell, Keith Minty, Robert McLeod and Marcel de Groot, being a majority, are considered independent of management and of any significant shareholder and are considered competent to exercise independent judgment in carrying out their responsibilities as directors. None of these directors have any direct or indirect material relationship with the Company or have any relationship pursuant to which they may accept directly or indirectly any consulting, advisory or other compensatory fees, other than as remuneration for acting in his capacity as a member of the Board of Directors or any committee thereof.

Maurice Tagami, is not independent in that he is also President and Chief Executive Officer of the Company. Shawn Wallace is not an independent as he is employed as the Executive Chair of the Company. Dan McCoy is not an independent since he stepped down as CEO and President he remains on as the Chief Geologist of the Company.

Board of Director Committees

There are four board committees, the Audit Committee, Compensation Committee, Disclosure Committee and the Nominating and Corporate Governance Committee.

Audit Committee

The Audit Committee operates under an Audit Committee Charter which is disclosed under the Company’s Management Information Circulars and may be viewed at www.SEDAR.com. The Audit Committee is comprised of Gordon Fretwell, Robert McLeod and Marcel Degroot (Chair) all of whom are independent. The Audit Committee reviews the annual and quarterly financial statements of the Company, oversees the annual audit process, the Company’s internal accounting controls, the resolution of issues identified by the Company’s auditors and recommends to the Board the firm of independent auditors to be nominated for appointment by the shareholders at the next annual general meeting. In addition, the Audit Committee meets annually with the external auditors of the Company. The Audit Committee met five times during the year ended March 31, 2011.

Compensation Committee

The Compensation Committee is comprised of three directors, Marcel De Groot (chair), Gordon J. Fretwell and Robert McLeod all of whom are independent. The Compensation Committee assists the Board of Directors in carrying out its responsibilities relating to executive and director compensation.

Disclosure Committee

The Disclosure Committee is comprised of three directors, Marcel De Groot, Gordon J. Fretwell, and Robert McLeod (Chair). The primary responsibility of the Disclosure Committee is to cause the Company to fulfill its disclosure obligations on a timely basis.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is comprised of three directors, Marcel De Groot (Chair), Gordon J. Fretwell and Robert McLeod all of whom are independent. The Nominating and Governance Committee assists the Board of Directors in carrying out its responsibilities relating to stewardship and governance, including identifying and recommending to the Board individuals qualified to become Board members, consistent with criteria approved by the Board.

Board Mandate

The Board has overall responsibility for the stewardship of the Company. The Board has adopted a formal mandate which includes:

(a) to the extent feasible, the responsibility to satisfy itself as to the integrity of the chief executive officer and other executive officers and that the chief executive officers and the other executive officers create a culture of integrity throughout the Company;

(b) responsibility for the adoption of a strategic planning process and approval of a strategic plan;

(c) responsibility for the identification of the principal risks of the Company’s business and ensuring the implementation of appropriate systems to manage these risks;

(d) oversight over succession planning;

(e) responsibility over appointing, monitoring, evaluating and, where necessary, terminating senior management;

(f) responsibility for the implementation of a communication policy for the Company regarding disclosure of corporate information;

(g) responsibility for the Company’s internal control and management information systems including accounting systems, and

(h) responsibility over developing the Company’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Company.

The Company’s Board of Directors is empowered by governing corporate law, the Company’s Articles and the Corporate Governance Policy to manage, or supervise the management of, the affairs and business of the Company.

The Board of Directors performs its functions through quarterly and special meetings and has delegated certain of its responsibilities to those committees described below. In addition, the Board has established policies and procedures that limit the ability of management to carry out certain specific activities without the prior approval of the Board.

Long-term strategies and annual operating and capital plans with respect to the Company’s operations are developed by Senior Management and reviewed and approved by the Board.

The Board, through the Audit Committee, has the responsibility to identify the principal risks of the Company’s business. It works with management to implement policies to identify the risks and to establish systems and procedures to ensure that these risks are monitored.

The Board reviews and discusses succession planning for Senior Management positions as part of the Company’s planning process. The Board of Directors has, together with the Chief Executive Officer, developed a written position description for the Chief Executive Officer. As well, the Board meets at least quarterly with the Chief Executive Officer to review and approve the Chief Executive Officer’s quarterly and annual objectives.

The Board of Directors has delegated responsibility for communication with the public and the Company’s shareholders to its President and Chief Executive Officer and its Chief Financial Officer and Corporate Secretary. Procedures are in place to ensure proper dissemination of news releases, and that those shareholders who request information about the Company receive it in a timely manner. Inquiries by shareholders are directed to and dealt with by Senior Management.

The Board has delegated responsibility for the integrity of internal controls and management information systems to the Audit Committee. The Company’s external auditors report directly to the Audit Committee. In its regular meetings with the external auditors, the Audit Committee discusses, among other things, the Company’s financial statements and the adequacy and effectiveness of the Company’s internal controls and management information systems.

Orientation and Continuing Education

As part of the orientation program, new directors meet with senior management to discuss the business of the Company, Board policies and historical and current operating and financial information, and may tour selected offices of the Company.

Ethical Business Conduct

The Board of Directors has in place a number of procedures designed to ensure that directors exercise independent judgement in a matter where a director or officer has a material interest. Since there are two directors who are not independent (Maurice Tagami, President and Chief Executive Officer and Shawn Wallace, Executive Chairman for the Company), there are limited circumstances where such an interest arises. In those limited circumstances, the relevant director must declare his interest and refrain from voting, and the Corporate Governance and Nominating Committee considers the transaction in advance of its consideration by the Board. See “Item 16.B Code of Ethics”.

Item 6.D Employees

As of March 31, 2011, Keegan had 23 employees based in Vancouver, BC, excluding the Senior Management. The Company also employs 156 individuals in Ghana, including field workers, security, camp staff, and local administration.

Item 6.E Share Ownership

The following table sets out as of June 23, 2011 holdings by Directors and Senior Management who beneficially own Keegan's voting securities. No shareholder owns more than 5% of our outstanding common stock.

Table No. 10

Shareholdings of Directors and Senior Management

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	Shawn Wallace	720,000	*
Common	Maurice Tagami	670,000	*
Common	Daniel T. McCoy	495,600	*
Common	Tony M. Ricci	250,000	*
Common	Marcel Degroot	195,000	*
Common	Robert J. McLeod	190,000	*
Common	Gordon J. Fretwell	165,000	*
Common	Keith Minty	145,000	*
	Total	2,830,600	3.8 %

* Less than 1%.

The percentages are based on 75,303,788 shares outstanding as of June 23, 2011 and include stock options .

Stock Options

The terms of incentive options grantable by Keegan are done in accordance with the rules and policies of the TSX 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.

Originally, Keegan adopted a formal written stock option plan (the "Old Plan") on June 22, 2004. The Old Plan provided that the aggregate number of shares of Keegan, which may be issued and sold under the Old Plan, was 2,774,683. At the Annual Meeting held on September 29, 2006, Shareholders approved revisions to the Old Plan. On October 1, 2007, shareholders of the Company approved a further increase in number of shares reserved for issuance under the plan to 4,663,290.

On December 22, 2008, the Company graduated from the TSX-V to the TSX and in order to comply with the policies of the TSX, the directors approved a new form of share option plan (the “2008 Option Plan”) on August 22, 2008 which was approved by the Company’s Shareholders on October 1, 2008. All stock options which were outstanding under the Old Plan were rolled into and deemed granted under the 2008 Option Plan. Under the 2008 Option Plan, the maximum aggregate number of shares that may be reserved for issuance at any point in time is 10% of the issued and outstanding shares of the Company. This type of share option plan is called a “rolling” plan. A copy of the 2008 Option Plan was filed as an exhibit to our Annual Report on Form 20-F our Annual Report on Form 20-F for the year ended March 31, 2009, as filed with the SEC on July 1, 2009.

The principal purposes of Keegan’s 2008 Option Plan is to give Eligible Persons, as additional compensation, the opportunity to participate in the success of the Company. Eligible Persons include Directors, Officers, Employees, Consultants, Consultant Companies, or Management Company Employees.

The Company is of the view that the 2008 Option Plan provides the Company with the flexibility necessary to attract and maintain the services of senior executives and other employees and reflects in competing compensation to other companies in the industry.

The 2008 Option Plan is subject to the following restrictions:

(a) the number of Common Shares issuable to insiders as a group under the 2008 Option Plan, when combined with Common Shares issuable to insiders under all the Company’s other security based compensation plans, may not exceed 10% of the issued Common Shares within any 12 month period;

(b) the number of Common Shares issuable to insiders as a group under the 2008 Option Plan, when combined with Common Shares issuable to insiders under all the Company’s other security based compensation plans, may not exceed 10% of the Company’s issued Common Shares at any time;

(c) options to purchase Common Shares granted to any one Consultant within any 12 month period may not exceed 2% of the issued and outstanding Common Shares of the Company;

(d) the number of Common Shares, in aggregate, issuable to all Employees conducting Investor Relations Activities, in any 12 month period, must not exceed 2% of the issued and outstanding Common Shares of the Company;

(e) all options granted to Consultants performing Investor Relations Activities must vest in stages over 12 months with no more than 25% of the options vesting in any three month period;

(f) no exercise price of an option granted to an insider may be reduced nor an extension to the term of an option granted to an insider extended without further approval of the disinterested shareholders of the Company; and

(g) the maximum aggregate number of Common Shares issuable upon exercise of Options to non-employee directors must not exceed 1% of the total common shares of the Company outstanding at any time and no more than $100,000 in total award value per non-employee director on an annual calendar basis.

Options under the 2008 Option Plan must be granted at a minimum exercise price being no less than the market price, which is the five day volume weighted average trading price of the Common Shares, which is calculated by dividing the total value of the securities traded for the relevant period by the total volume (the “Market Price”). Where appropriate, the TSX may exclude internal crosses and certain other special term trades from the calculation.

The following is a summary of the material terms of the 2008 Option Plan:

(a) all options granted under the 2008 Option Plan are non-assignable and non-transferable and are issuable for a period of up to five years;

(b) for stock options granted to employees or service providers (inclusive of management company employees), the Company must ensure that the proposed optionee is a bona fide employee or service provider (inclusive of management company employees), as the case may be, of the Company or any subsidiary;

(c) if an optionee ceases to be employed by the Company (other than as a result of termination with cause), or ceased to provide services to the Company, or ceases to act as a director or officer of the Company or a subsidiary of the Company, any option held by such optionee may be exercised at the earlier of the date of expiration of the term of 90 days after the date such optionee ceases to be employed as an officer or director or, as the case may be;

(d) if an optionee dies, any vested option held by him at the date of death will become exercisable by the optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such optionee and the date of expiration of the term otherwise applicable to such option;

(e) in the case of an optionee being dismissed from employment or service for cause, such optionee’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;

(f) the minimum exercise price of an option granted under the 2008 Option Plan must not be less than the Market Price calculated the day before the grant (as defined in the 2008 Option Plan);

(g) vesting of options shall be in accordance with the option commitment in the 2008 Option Plan or otherwise, at the discretion of the Board, and will generally be subject to: (i) the service provider remaining employed by or continuing to provide services to the Company or any of its affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its affiliates during the vesting period; or (ii) the service provider remaining as a Director of the Company or any of its affiliates during the vesting period;

(h) the maximum aggregate number of shares issuable upon exercise of options to non-employee directors must not exceed 1% of the total common shares of the Company outstanding at any time and no more than $100,000 in total award value per non-employee director on an annual calendar basis; and

(i) the Board reserves the right in its absolute discretion to terminate the 2008 Option Plan with respect to all 2008 Option Plan shares in respect of Options which have not yet been granted under the 2008 Option Plan.

The Board has determined that, in order to reasonably protect the rights of the participants, certain amendments should be made to the current share option plan. In addition, as a matter of administration, the Board has determined that it is necessary to clarify when amendments to the 2008 Option Plan may be made by the Board without further shareholder approval. Accordingly, the Board proposes that the 2008 Option Plan provide that:

(a) all outstanding but unvested options will vest immediately prior to completion of a change in control (as defined in the 2008 Option Plan) as being a change where any person or persons acting in concert materially control the Company, and in the absence of any evidence to the contrary;

(b) if an option which has been previously granted is set to expire during a period in which trading in securities of the Company by any 2008 Option Plan participant is restricted by a black-out, or any such blackout extends to a date which is within five business days of the expiry of the option, the exercise date will be extended to ten business days after the trading restrictions are lifted; and

(c) the 2008 Option Plan and outstanding options may be amended by the Board without shareholder approval in the following circumstances:

(i) it may make amendments which are of a typographical, grammatical or clerical nature only;

(ii) it may change the vesting provisions of an option or the 2008 Option Plan;

(iii) it may change the termination provision of an option or the 2008 Option Plan which does not entail an extension beyond 5 years from the original expiry date of an option;

(iv) it may amend the expiry date of an option of non-Insider optionees which does not entail an extension beyond 5 years from the original date of grant;

(iv) it may add a cashless exercise feature payable in cash or shares to the 2008 Option Plan;

(v) it may make amendments necessary as a result of changes in securities laws applicable to the Company;

(vi) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX, it may make such amendments as may be required by the policies of such senior stock exchange or stock market; and

(vii) it may make such amendments as reduce, and do not increase, the benefits of the 2008 Option Plan to potential optionees.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Item 7.A Major Shareholders

No person owns 5% or more of the Company’s outstanding shares and there have been no changes in holdings of significant shareholders.

Share Ownership

On June 23, 2011, Keegan’s shareholders’ list showed 75,303,788 common shares outstanding and 32 registered shareholders, including depositories. Of these shareholders and depositories, 6 are located in Canada holding 73,767,591 common shares, or 97.96% of the total issued and outstanding; 20 are located in the United States holding 1,430,772 common shares, or 1.90% of the issued and outstanding; and 6 are located in other countries, holding 105,425 common shares, or 0.14% of the issued and outstanding common shares.

Control of the Company

Keegan, to its knowledge, is not controlled by any foreign government or other person(s). Keegan is not aware of any arrangements that may result in a change of control of the Company.

Item 7.B Related Party Transactions

The Company has a consulting agreement with a company controlled by a director of the Company in the amount of US$ 17,500 per month plus benefits up to February 28, 2011 and US$ 8,750 plus benefits there after. During the year ended March 31, 2011, the Company paid consulting fees, benefits and a bonus of $306,507 (2010 - $269,531; 2009 - $211,632) under this agreement.

Included in consulting fees, wages and benefits is $15,850 (2010 - $nil; 2009 - $91,270) paid or accrued for consulting fees paid to an officer of the Company during the year ended March 31, 2011.

During the year ended March 31, 2011, the Company included in professional fees $nil (2010 - $98,410; 2009 - $76,660) for accounting fees paid or accrued to a company controlled by an officer of the Company.

During the year ended March 31, 2011, the Company paid or accrued $nil (2010 - $112,954, 2009 - $155,404) for geological consulting fees to a former director of the Company. These costs have been included in resource properties.

During the year ended March 31, 2011, the Company billed $223,264 (2010 - $nil; 2009 - $nil) to companies with directors and officers in common in respect to recovery of general and administration costs

These transactions were conducted in the normal course of operations and were measured by the exchange amount, which is the amount agreed upon by the transacting parties.

Included in accounts payable and accrued liabilities as at March 31, 2011 is $96,365 (2010 - $70,028) owing to a company controlled by a director of the Company. Included in receivables as at March 31, 2011 is an aggregate amount of $25,598 (2010 - $nil) due from companies with directors and officers in common.

Accounting Fees

Amounts Owing to Senior Management/Directors

As at March 31, 2011, there is $46,365 (March 31, 2010 - $70,028; March 31, 2009 - $61,939) owing to senior management or members of the Board of Directors.

There have been no transactions since March 31, 2011, or proposed transactions, which have materially affected or will materially affect Keegan in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common shares, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.

Item 7.C Interests of Experts and Counsel

Not Applicable.

ITEM 8.

FINANCIAL INFORMATION

Item 8.A Consolidated Statements and Other Financial Information

Keegan's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP). However, Note 15 to the financial statements includes reconciliation to the financial statements to U.S. GAAP. The financial statements are filed under Item 15.

Item 8.A.7 Legal Proceedings

Esaase Lawsuit

On July 14, 2008, Sametro (see “Item 4.D Property Plant & Equipment – Esaase Gold Property - History of the Esaase Concession”) issued a Writ of Summons against Keegan Ghana and the Ghana Minerals Commission in the High Court of Ghana, seeking an order setting aside the Deed of Assignment of the Esaase Concession on the grounds of fraud, a declaration that the Esaase Concession is the property of Sametro, an order for perpetual injunction directed at Keegan Ghana and the Ghana Minerals Commission from interfering with Sametro’s rights to the Esaase Concession, an order directed at the Ghana Minerals Commission to expunge from their records the Deed of Assignment which granted Keegan Ghana its ownership of the Esaase Concession plus (unspecified) damages and costs.

Sametro’s basic claim is that the individual who purported to handle the Deed of Assignment, Mr. Ekow Amua-Sekyi, was either not authorized to do so by Sametro and/or that he provided a deed to Keegan Ghana and the Ghana Minerals Commission which was not in fact signed, as it was purported to be, by the Managing Director of Sametro, Mr. Samuel Gordon Etroo. One allegation is that Mr. Amua-Sekyi, who presented the document to Keegan Ghana, actually forged the signature of Mr. Etroo on the Deed of Assignment and his signature is a fraud. In a separate action Sametro is suing Mr. Amua-Sekyi and making similar allegations.

It is the legal position of Keegan Ghana that Mr. Amua-Sekyi was at all material times a director and agent of Sametro in the transactions between Sametro and Keegan Ghana, and that Keegan Ghana acted in good faith without any notice of irregularity. Keegan Ghana notes that other directors of Sametro executed documents ratifying the underlying Option Agreement from which the Deed of Assignment was derived. Sametro in its pleadings conceded that Sametro ratified the Option Agreement and also took consequential actions in pursuance thereof.

Keegan Ghana will in part rely upon sections 139-142 of the Ghana Companies Code, 1963 (Act 179) which confers statutory protection on innocent third parties from any fraud by directors, officers, servants and agents of corporate bodies in Ghana. Section 143 of the Ghana Companies Code specifically provides that: “Where in accordance with Sections 139-142 of this Code a company would be liable for the acts of any officer or agent, the company shall be liable notwithstanding that the officer or agent has acted fraudulently or forged a document purporting to be sealed by, or signed on behalf of, the company”.

Keegan Ghana believes that Sametro’s claims are without merit and will vigorously defend its interests in the Esaase Concession. Based on a legal analysis of the facts and law by its Ghana counsel, the Company is confident in its legal position; however there can never be certainty in regards to the outcome of lawsuits as the trial process involves judicial assessment of witnesses, documents and other matters that can influence the outcome and which can not be fully evaluated in advance.

On May 13, 2009, the High Court in Ghana was to have heard an interlocutory application brought by Sametro to request an injunction preventing Keegan from conducting exploration and accessing the Esaase Property. The hearing of the application was not heard on this date and as of the date hereof. A new hearing date has not been set. Keegan's counsel is of the view that the injunction request will be denied on the basis that a) Keegan at all times enjoyed a contractual right to access the property and this right should not be affected by the litigation which is in respect of other disputed matters and b) the balance of convenience greatly favours Keegan as there is no ongoing exploitation of the resource so the plaintiff is not at any economic risk by Keegan's activities.

There is no other material litigation and no known regulatory actions, nor to the knowledge of the Company, any basis therefore.

Item 8.A.8 Dividends

The Company, to date, has not paid any dividends nor does it plan to pay dividends in the foreseeable future.

Item 8.B Significant Changes

There have been no significant changes since the date of the financial statements included in this Annual Report.

ITEM 9.

THE OFFER AND LISTING

Item 9.A Common Share Trading Information

The Company’s common shares were traded on the TSX-V in Canada under the symbol “QSV” from June 25, 2001 to March 1, 2005 and thereafter under the symbol “KGN” until December 19, 2008. Starting from January 2, 2008, the Company’s common shares have been trading on NYSE Amex Equities Stock Exchange in the United States under the symbol “KGN”. Starting from December 22, 2008, the Company’s common shares have been trading on the TSX under the symbol “KGN”.

The following table sets out the high and low sale prices and the volume of trading of the shares on the TSX and the TSX-V for the periods indicated:

Table No. 11

TSX Venture Exchange and Toronto Stock Exchange

Common Shares Trading Activity

- Sales -

Canadian Dollars

Period	High	Low

Year Ended: March 31, 2011	9.29	4.92
March 31, 2010	7.98	2.25
March 31, 2009	5.85	0.49
March 31, 2008	5.49	2.22
March 31, 2007	4.95	1.30
March 31, 2006	2.75	1.51


Quarter Ended:
March 31, 2011 December 31, 2010 September 30, 2010 June 30, 2010 March 31, 2010	9.03 9.29 8.70 7.00 7.34	7.25 7.16 4.92 5.30 5.35
December 31, 2009	7.98	3.65
September 30, 2009	4.40	2.25
June 30, 2009	4.39	2.25





Month Ended:
May 31, 2011	8.80	7.38
April 30, 2011	9.24	8.25
March 31, 2011	9.03	7.25
February 28, 2011	7.77	7.30
January 31, 2011	8.86	7.27
December 31, 2010	9.29	8.63

The following table sets out the high and low sale prices and the volume of trading of the shares on the NYSE Amex for the periods indicated:

Table No. 12

NYSE Amex

Common Shares Activity

- Sales -

U.S. Dollars

Period	High	Low

Year Ended:
March 31, 2011 March 31, 2010	9.20 7.57	4.70 1.76
March 31, 2009	5.76	0.36
March 31, 2008	N/A	N/A
March 31, 2007	N/A	N/A
March 31, 2006	N/A	N/A

Quarter Ended:
March 31, 2011 December 31, 2010 September 30, 2010 June 30, 2010 March 31, 2010	9.20 9.19 8.48 6.93 7.10	7.30 6.96 4.70 5.11 5.03
December 31, 2009	7.57	3.36
September 30, 2009	4.13	1.91
June 30, 2009	4.00	1.76





Month Ended:
May 31, 2011	9.24	7.60
April 30, 2011	9.65	8.54
March 31, 2011	9.20	7.32
February 28, 2011	7.87	7.37
January 31, 2011	9.00	7.30
December 31, 2010	9.19	8.58

Description of Share Capital

Share Capital

The authorized capital of Keegan consists of an unlimited number of common shares with no par value and an unlimited number of preferred shares with no par value, of which 6,213,750 common shares and no preferred shares are currently issued and outstanding as at March 31, 2011.

Computershare (located at 510 Burrard Street, 2nd Floor, Vancouver, BC V6C 3B9) is the registrar and transfer agent for the common shares.

Stock Options and Warrants

Refer to Table No. 11 Stock Options Outstanding under Item 6.E - Share Ownership for additional information.

The following table lists, as of March 31, 2011 information relating to share purchase warrants outstanding:

Table No. 13

Share Purchase Warrants Outstanding

Effective Date of Issuance	Number of Share Purchase Warrants Currently Outstanding	Year #1	Year #2	Expiration Date of Share Purchase Warrants

February 17, 2013	284,050	$7.50	$7.50	February 17, 2015
	284,050

Shareholder’s Rights Plan

The Company adopted a Shareholder’s Rights Plan (the “Rights Plan”) dated September 1, 2006, which was approved by shareholders at the Annual and Special Meeting of Shareholders held on September 29, 2006. The Rights Plan was not adopted in response to any specific bid and is not aimed at blocking future bids, but is designed to ensure that any acquisition of control is through a public offer to all shareholders and that sufficient time is available to evaluate any offer.

Summary of the Plan

A summary of the principal terms of the Shareholder Rights Plan is set forth below and is qualified in its entirety by reference to the Plan, a copy of which has been filed with the SEC

(a) Effective Date. The effective date of the Shareholder Rights Plan is September 1, 2006 (the “Effective Date”).

(b) Term. The Shareholder Rights Plan will terminate on the sixth anniversary of the Effective Date, subject to ratification by the shareholders at the Meeting and to reconfirmation by shareholders at the third annual general meeting thereafter.

(c) Shareholder Approval. For the Shareholder Rights Plan to continue in effect following the Meeting, the Shareholder Rights Plan Resolution must be approved by a majority of the votes cast at the Meeting by shareholders voting in person and by proxy.

(d) Issue of Rights. On the Effective Date, one right (a “Right”) is issued and attached to each Common share outstanding and will attach to each Common share subsequently issued.

(e) Rights Exercise Privilege. The Rights will separate from the Common shares and will be exercisable eight business days (or such later business day as may be determined by the board of directors) (the “Separation Time”) after a person has acquired, or commences or publicly announces or discloses its intention to commence a take-over bid to acquire, 20% or more of the Common shares, other than by an acquisition pursuant to a take-over bid permitted by the Shareholder Rights Plan (a “Permitted Bid”). The acquisition by any person (an “Acquiring Person”) of 20% or more of the Common shares, other than by way of a Permitted Bid, is referred to as a “Flip-in Event”. Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. From and after the Separation Time, each Right (other than those held by the Acquiring Person), will permit the purchase of CDN$100 worth of Common shares (at the market price on the date of the Flip-in Event) for CDN$50 (i.e., at a 50% discount). The issue of the Rights is not initially dilutive; however, upon a Flip-in Event occurring and the Rights separating from the Common shares, reported earnings per Common share on a fully diluted or non-diluted basis may be affected. Holders of Rights not exercising their Rights upon the occurrence of a Flip-in Event may suffer substantial dilution.

(f) Certificates and Transferability. Prior to the Separation Time, the Rights will be evidenced by a legend imprinted on certificates for Common shares issued from and after the Effective Date and will not be transferable separately from the Common shares. From and after the Separation Time, the Rights will be evidenced by Rights certificates which will be transferable and traded separately from the Common shares.

(g) Permitted Bid Requirements. The requirements for a Permitted Bid include the following:

(i) the take-over bid must be made by way of a take-over bid circular;

(ii) the take-over bid must be made to all holders of Common shares;

(iii) the take-over bid must be outstanding for a minimum period of 60 days and Common shares tendered pursuant to the take-over bid may not be taken up and paid for prior to the expiry of such 60-day period and only if at such time more than 50% of the Common shares held by shareholders other than the bidder, its affiliates and persons acting jointly or in concert with the bidder (collectively, the “Independent Shareholders”) have been tendered to the take-over bid and not withdrawn;

(iv) the Common shares deposited pursuant to the take-over bid may be withdrawn until taken up and paid for; and

(v) if more than 50% of the Common shares held by Independent Shareholders are tendered to the take-over bid within such 60-day period, then the bidder must make a public announcement of that fact and the take-over bid must remain open for deposits of Common shares for an additional 10 business days from the date of such public announcement.

The Shareholder Rights Plan allows for a competing Permitted Bid (a “Competing Permitted Bid”) to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all of the requirements of a Permitted Bid except that it may expire on the same date as the Permitted Bid.

(h) Waiver and Redemption. The board of directors may, prior to the Flip-in Event, waive the dilutive effects of the Shareholder Rights Plan in respect of a particular Flip-in Event resulting from a take-over bid made by way of a take-over bid circular to all holders of Common shares, or to waive one or more of the requirements of a Permitted Bid, or a Competing Permitted Bid, in which event such waiver would be deemed also to be a waiver in respect of any other Flip-in Event, and any such requirement, occurring under a take-over bid made by way of a take-over bid circular to all holders of Common shares. The board of directors may also waive the Shareholder Rights Plan in respect of a particular Flip-in Event that has occurred through inadvertence, provided that the Acquiring Person that inadvertently triggered such Flip-in Event reduces its beneficial holdings to less than 20% of the outstanding voting shares of the Company within 14 days or such later date as may be specified by the board of directors. With the majority consent of shareholders or Rights holders at any time prior to the later of a Flip-in Event and the Separation time, the board of directors may at its option redeem all, but not less than all, of the outstanding Rights at a price of CDN$0.00001 each.

(i) Exemptions for Investment Advisors. Investment advisors (for client accounts), trust companies (acting in their capacities as trustees and administrators), statutory bodies managing investment funds (for employee benefit plans, pension plans, insurance plans or various public bodies) and administrators or trustees of registered pension funds or plans acquiring greater than 20% of the Common shares are exempted from triggering a Flip-in Event, provided that they are not making, or are not part of a group making, or proposing to make or participate in, or has not announced a current intention to make, a take-over bid.

(j) Exemptions for Lock-up Agreements. A person is deemed not to be the beneficial owner of Common shares if the holder of such Common shares has agreed to deposit or tender its Common shares pursuant to a “Permitted Lock-up Agreement” to a take-over bid (the “Lock-up Bid”) made by such person. In order for an agreement to constitute a Permitted Lock-up Agreement, certain conditions must be met including, among other things, (i) any “break-up” fees payable by the tendering shareholder, cannot exceed in the aggregate the greater of the cash equivalent of 2.5% of the price or value of the consideration payable under the Lock-up Bid and 50% of the amount by which the price or value of the consideration payable under another take-over bid or transaction exceeds the price or value of the consideration that would have been received under the Lock-up Bid and (ii) the terms of such agreement are publicly disclosed and a copy of which is made available to the public (including to the Company) and the Permitted Lock-up Agreement permits the tendering shareholder to withdraw its Common shares in order to deposit or tender the Common shares to another take-over bid or support another transaction where the price or value offered under such other bid is at least 7% higher than the price or value offered under the Lock-up Bid or the number of Common shares to be purchased under another take-over bid or transaction is at least 7% more than the number proposed to be purchased under the Lock-up Bid.

(k) Supplements and Amendments. The Company is authorized to make amendments to the Shareholder Rights Plan to correct any clerical or typographical error or to maintain the validity of the Shareholder Rights Plan as a result of changes in law, regulation or rules. Prior to the Meeting, the Company is authorized to amend or supplement the Shareholder Rights Plan as the board of directors may in good faith deem necessary or desirable. No such amendments have been made to date. The Company will issue a press release relating to any significant amendment made to the Shareholder Rights Plan prior to the Meeting and will advise the shareholders of any such amendment at the Meeting. Other amendments or supplements to the Shareholder Rights Plan may be made with the prior approval of shareholders or Rights holders.

A copy of the Plan was included in the Company’s Management Information Circular for the Annual and Special Meeting of Shareholders held on September 29, 2006, and which was filed as an exhibit to the Company’s Registration Statement on Form 20-F.

Item 9.C Markets

The common shares trade on the Toronto Stock Exchange in Canada under the symbol “KGN” and on the NYSE Amex Equities Exchange in the United States under the symbol “KGN”.

ITEM 10.

ADDITIONAL INFORMATION

Item 10.A Share Capital

Not applicable.

Item 10.B Memorandum and Articles of Association

There were no changes to the Company’s Notice of Alteration (with respect to its Notice of Articles) and Articles, each as previously reported in, and filed with the Securities and Exchange Commission as exhibits to, the Company’s Registration Statement on Form 20-F dated March 8, 2007.

Item 10.C Material Contracts

Other than contracts entered into in the ordinary course of business and those disclosed under “Item 4.D Property, Plant & Equipment – 1. The Asumura Project and 2. Esaase Gold Property”, the Company has not entered into any material contracts within the past three years.

Item 10.D Exchange Controls

There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares of the Company, other than withholding tax requirements. See “Taxation”.

There is no limitation imposed by Canadian law or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote common shares of the Company, other than as provided in the Investment Canada Act (Canada) (the “Investment Act”).

The following discussion summarizes the material features of the Investment Act for a non-resident who proposes to acquire a controlling number of common shares. It is general only, it is not a substitute for independent advice from an investor’s own advisor, and it does not anticipate statutory or regulatory amendments. The Company does not believe the Investment Act will have any affect on it or on its non-Canadian shareholders due to a number of factors including the nature of its operations.

The Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an “entity”) that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”), unless after review the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. The size and nature of a proposed transaction may give rise to an obligation to notify the Director to seek an advance ruling.

An investment in the common shares by a non-Canadian who is not a “WTO investor” (which includes governments of, or individuals who are nationals of, member states of the World Trade Organisation and corporations and other entities which are controlled by them), at a time when the Company was not already controlled by a WTO investor, would be reviewable under the Investment Act under three circumstances:

(a)	first, if it was an investment to acquire control (within the meaning of the Investment Act) and the value of the Company’s assets, as determined under Investment Act regulations, was CDN$5 million or more;

(b)	second, if an order for review was made by the federal cabinet of the Canadian government on the grounds that the investment related to Canada’s cultural heritage or national identity (as prescribed under the Investment Act), regardless of asset value;

(c)	third, if an order for review was made by the federal cabinet of the Canadian government on the grounds that an investment by a non-Canadian could be injurious to national security, regardless of asset value.

An investment in the common shares by a WTO investor, or by a non-Canadian at a time when the Company was already controlled by a WTO investor, would be reviewable under the Investment Act if it was an investment to acquire control and the value of the Company’s assets, as determined under Investment Act regulations, was not less than a specified amount, which for 2011 is C$312 million, or if an order for review was made by the federal cabinet of the Canadian government on the grounds that an investment by a non-Canadian could be injurious to national security, regardless of asset value. The monetary threshold for review of a direct acquisition of a Canadian business (other than acquisition of a cultural business) by or from a WTO investor changes annually. At a date to be determined by the federal cabinet of the Canadian government, transactions will be reviewable only if the “enterprise value” of the assets of the Canadian business is equal to or greater than (a) C$600 million, in the case of investments made during the first two years after the amendments come into force; (b) C$800 million, in the case of investments made during the third and fourth years after the amendments come into force; and (c) C$1 billion, in the case of investments made between the fifth year after the amendments come into force and 31 December of the sixth year after the amendments come into force. This threshold will thereafter be adjusted on an annual basis.

The Investment Act provides detailed rules to determine if there has been an acquisition of control of a Canadian business. For example, a non-Canadian would acquire control of the Company for the purposes of the Investment Act if the non-Canadian acquired a majority of the common shares. The acquisition of less than a majority but one-third or more of the common shares would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer. An acquisition of control for the purposes of the Investment Act also could occur as a result of the acquisition by a non-Canadian of all or substantially all of the Company’s assets.

The foregoing assumes the Company will not engage in the production of uranium or own an interest in a producing uranium property in Canada, or provide any financial service or transportation service, as the rules governing these businesses are different.

Certain transactions relating to common shares of the Company are exempt from the Investment Act, including:

(a)	an acquisition of common shares of the Company by a person in the ordinary course of that person’s business as a trader or dealer in securities,

(b)	an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions on the Investment Act, and

(c)	an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of common shares, remained unchanged.

Item 10.E Taxation

CANADIAN INCOME TAX CONSEQUENCES

The following is, as of the date of this prospectus, a summary of the principal Canadian federal income tax considerations generally applicable to the holding and disposition of common shares by an investor who, for purposes of the Income Tax Act (Canada) and the regulations thereto (collectively, the “Tax Act”) and at all relevant times: (i) holds the common shares as capital property, (ii) deals with the Company at arm’s length, (iii) is not affiliated with the Company, (iv) is not, and is not deemed to be (under the Tax Act or any relevant income tax treaty), resident in Canada, and (v) does not use or hold (and will not be deemed to use or hold) the common shares in or in respect of a business carried on in Canada. An investor who meets all of the above requirements is referred to as a “Non-Resident Holder”, and this summary only addresses such Non-Resident Holders. This summary does not deal with special situations, such as particular circumstances of traders or dealers, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), or otherwise.

This summary is based on the current provisions of the Tax Act and our understanding of the current published administrative practice of the Canada Revenue Agency (the “CRA”). This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and assumes that all such proposals will be enacted in the form proposed, although no assurance in this regard can be provided. This summary does not otherwise take into account or anticipate any changes in law or in the administrative policies or assessing practices of the CRA, whether by judicial, governmental or legislative decision or action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those described herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular investor (including a Non-Resident Holder), and no representations with respect to the income tax consequences to any particular investor are made. It does not constitute a complete analysis of the tax considerations that may be applicable to any particular investor. Accordingly, prospective purchasers of the common shares should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring, holding and disposing of the common shares, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

Taxation of Dividends

Dividends paid or deemed to be paid to a Non-Resident Holder on the common shares will generally be subject to Canadian withholding tax at the rate of 25%, subject to reduction under the provisions of any applicable income tax treaty or convention. If a Non-Resident Holder is a resident of the United States and is fully entitled to the benefits under the Canada-United States Income Tax Convention and is the beneficial owner of the dividends, the rate of Canadian withholding tax is generally reduced to 15% (or 5% in the case of a qualifying owner that is a corporation which owns at least 10% of the Company’s voting stock). The Company will be required to withhold the applicable tax from any dividend and remit the withheld amount to the CRA.

Disposition of Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a sale or other disposition (or deemed disposition) of common shares unless the common shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the holder is not entitled to relief under any applicable income tax treaty or convention.

Generally, the common shares will not constitute taxable Canadian property of a Non-Resident Holder at a particular time provided that the common shares are listed at that time on a designated stock exchange (which includes the TSX) unless, at any time during the 60 month period that ends at that time (i) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm’s length, or the Non-Resident Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company and (ii) more than 50% of the fair market value of the common shares was derived directly or indirectly from one, or any combination of, real or immovable property situated in Canada, Canadian resource properties (as defined in the Tax Act), timber resource properties (as defined in the Tax Act), and options in respect of, or interests in (or, for civil law, rights in) any such properties (whether or not such property exists). Common shares may also be deemed to be taxable Canadian property of a Non-Resident Holder in certain other circumstances specified in the Tax Act.

Non-Resident Holders who may hold common shares as taxable Canadian property should consult their own tax advisors, including with respect to any relief that may be available under the provisions of any applicable income tax treaty or convention.

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

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of common shares of the Company.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of common shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of common shares. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of common shares.

No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes:

·	an individual who is a citizen or resident of the U.S.;

·	a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;

·	an estate whose income is subject to U.S. federal income taxation regardless of its source; or

·	a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of common shares that is not a U.S. Holder. This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from and relating to the acquisition, ownership, and disposition of common shares. Accordingly, a non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any income tax treaties) relating to the acquisition, ownership, and disposition of common shares.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquired common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); or (h) U.S. Holders that own or have owned (directly, indirectly, or by attribution) 10% or more of the total combined voting power of the outstanding shares of the Company. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”); (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold common shares in connection with carrying on a business in Canada; (d) persons whose common shares constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of common shares.

If an entity or arrangement that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax consequences to such partnership and the partners of such partnership generally will depend on the activities of the partnership and the status of such partners (or owners). This summary does not address the tax consequences to any such partner. Partners of entities or arrangements that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of common shares.

Passive Foreign Investment Company Rules

If the Company were to constitute a “passive foreign investment company” under the meaning of Section 1297 of the Code (a “PFIC”, as defined below) for any year during a U.S. Holder’s holding period, then certain different and potentially adverse rules will affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of common shares. In addition, in any year in which the Company is classified as a PFIC, such holder would be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require.

PFIC Status of the Company

The Company generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of the Company is passive income (the “income test”) or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “asset test”). “Gross income” generally includes all sales revenues less the cost of goods sold, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation’s commodities are stock in trade of such foreign corporation or other property of a kind which would properly be included in inventory of such foreign corporation, or property held by such foreign corporation primarily for sale to customers in the ordinary course of business and certain other requirements are satisfied.

For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and asset test described above, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company from certain “related persons” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

In addition, under certain attribution rules, if the Company is a PFIC, U.S. Holders will be deemed to own their proportionate share of the stock of any subsidiary of the Company that is also a PFIC (a ‘‘Subsidiary PFIC’’), and will be subject to U.S. federal income tax on their proportionate share of (a) a distribution on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC.

The Company believes that it was classified as a PFIC during the tax year ended March 31, 2011 and that it may be a PFIC in future tax years. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any determination made by the Company (or a Subsidiary PFIC) concerning its PFIC status. Each U.S. Holder should consult its own tax advisor regarding the PFIC status of the Company and any Subsidiary PFIC.

Default PFIC Rules Under Section 1291 of the Code

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of common shares will depend on whether such U.S. Holder makes an election to treat the Company and each Subsidiary PFIC, if any, as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”

A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of common shares and (b) any excess distribution received on the common shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the common shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of common shares (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on common shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective common shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.

If the Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds common shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent tax years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above), but not loss, as if such common shares were sold on the last day of the last tax year for which the Company was a PFIC.

QEF Election

A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which its holding period of its common shares begins generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its common shares. A U.S. Holder that makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, for any tax year in which the Company is a PFIC and has no net income or gain, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

A U.S. Holder that makes a timely and effective QEF Election with respect to the Company generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for the common shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder also makes a “purging” election to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day the QEF Election is effective.

A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Company qualifies as a PFIC.

U.S. Holders should be aware that there can be no assurances that the Company will satisfy the record keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in the event that the Company is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to their common shares. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a QEF Election.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the common shares are marketable stock. The common shares generally will be “marketable stock” if the common shares are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and meets other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange ensure active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.

A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to such common shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for the common shares or such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the common shares.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the common shares, over (b) the fair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).

A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the common shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of common shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which common shares are transferred.

Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with their own tax advisor regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.

Ownership and Disposition of Common Shares

The following discussion is subject to the rules described above under the heading “Passive Foreign Investment Company Rules.”

Distributions on Common Shares

Subject to the PFIC rules discussed above, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if the Company is a PFIC. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the common shares and thereafter as gain from the sale or exchange of such common shares. (See “ Sale or Other Taxable Disposition of common shares” below). However, the Company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by the Company with respect to the common shares will constitute ordinary dividend income. Dividends received on common shares generally will not be eligible for the “dividends received deduction”. In addition, the Company does not anticipate that its distributions will constitute qualified dividend income eligible for the preferential tax rates applicable to long-term capital gains. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

Subject to the PFIC rules discussed above, upon the sale or other taxable disposition of common shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash plus the fair market value of any property received and such U.S. Holder's tax basis in such common shares sold or otherwise disposed of. Subject to the PFIC rules discussed above, gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the common shares have been held for more than one year.

Preferential tax rates apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Additional Considerations

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the common shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, recently enacted legislation generally imposes new U.S. return disclosure obligations (and related penalties) on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of $50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their common shares are held in an account at a domestic financial institution. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, common shares will generally be subject to information reporting and backup withholding tax, at the rate of 28% (and increasing to 31% for payments made after December 31, 2012), if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

Item 10.F Dividends and paying Agents

Not applicable

Item 10.G Statement by Experts

Not applicable.

Item 10.H Document on Display

The documents concerning the Company referred to in this Annual Report may be viewed at 600, 1199 West Hastings Street, Vancouver, British Columbia, Canada during normal business hours. Copies of our financial statements and other continuous disclosure documents required under the securities legislation of the Canadian provinces in which we are a reporting issuer (namely, British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland) are available for viewing on the internet at www.SEDAR.com.

ITEM 11

Item 11.A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative Information about Market Risk

Market risk represents the risk of changes in the value of a financial instrument caused by fluctuations in interest rates, foreign exchange rates, commodity prices and equity prices.

As at March 31, 2011, the Company’s financial instruments consist of cash and cash equivalents, short-term investments, receivables, and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant credit, liquidity, or market risks arising from these financial instruments. The risk exposure is summarized as follows:

(a) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on the cash balances at the banks in each of Canada and Ghana, its short-term bank guaranteed investment certificates and accounts receivable. The short-term investments are with Schedule 1 banks or equivalent, with the majority of its cash held in Canadian based banking institutions, authorized under the Bank Act to accept deposits, which may be eligible for deposit insurance provided by the Canadian Deposit Insurance Corporation. The receivables consist of amounts receivable for GST of $244,880.

(b) Liquidity risk

The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to settle obligations and liabilities when due. As at March 31, 2011, the Company had a cash and cash equivalents balance of $229,144,989 to settle current liabilities of $5,076,974 that mainly consist of accounts payable that are considered short term and settled within 30 days.

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company’s cash and cash equivalents attract interest at floating rates and have maturities of 90 days or less. The interest is typical of Canadian banking rates, which are at present low, however the conservative investment strategy mitigates the risk of deterioration to the investment. A change of 100 basis points in the interest rates would not be material to the financial statements.

ii. Foreign currency risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company has offices in Canada and Ghana and holds cash in Canadian, United States and Ghanaian Cedi currencies in line with forecasted expenditures. A significant change in the currency exchange rates between the Canadian dollar relative to US dollar (“USD”), Ghanaian Cedi and the Australian dollar (“AUS”) could have an effect on the Company’s results of operations, financial position or cash flows. At March 31, 2011 and 2010, the Company had no hedging agreements in place with respect to foreign exchange rates.

The Company is exposed to currency risk through the following financial assets and liabilities denominated in currencies other than Canadian dollars:

	March 31, 2011			March 31, 2010
	USD	Ghana Cedis	AUD	USD	Ghana Cedis	AUD
Cash and cash equivalents	62,188,642	337,577	-	11,873,686	99,172	-
Accounts payable	(80,639)	(3,586,750)	(386,702)	(57,568)	(829,482)	(25,194)
Net exposure	62,108,003	(3,249,173)	(386,702)	11,816,118	(730,310)	(25,194)

A 10% appreciation or deprecation of the above mentioned currencies compared with the Canadian dollar would result in a corresponding increase or decrease in net loss of approximately $5,847,212 as at March 31, 2011 (2010 - $1,106,062).

Item 11.B Qualitative Information about Market Risk

The Company manages its cash and cash equivalents, common shares, stock options and share purchase warrants as capital. As the Company is in the exploration stage, its principal source of funds for its operations is from the issuance of common shares. The issuance of common shares requires approval of the Board of Directors. It is the Company’s objective to safeguard its ability to continue as a going concern, so that it can continue to explore and develop its Asumura and Esaase properties for the benefit of its stakeholders. The Company uses stock options primarily to retain and provide future incentives to key employees and members of the management team. The granting of stock options is primarily determined by the Board of Directors.

The Company has been judicious in its protection of the capital it has on hand. The Company has been investing only in Bankers’ Acceptance Notes and Guaranteed Investment Certificates and has no investments in asset-backed commercial paper which is currently experiencing liquidity issues.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable.

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not Applicable.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not Applicable.

ITEM 15.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to provide reasonable assurance that material items requiring disclosure by the Company are identified and reported in a timely manner. As of March 31, 2011, an evaluation was carried out under the supervision of, and with the participation of, the Company management, including by the Chief Executive Officer and Chief Financial Officer of the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of March 31, 2011, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Office and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

It should be noted that while the Company's Chief Executive Officer and Chief Financial Officer believe that the Company’s disclosure controls and procedures provide a reasonable level of assurance and that they are effective, they do not expect that the disclosure controls and procedures can prevent all errors or mistakes. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report our disclosure controls and procedures are effective at that reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by The Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that the Company’s internal control over financial reporting were effective as of March 31, 2011.

Management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with GAAP. The Board of Directors is responsible for ensuring that management fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements. Management reviewed the results of their assessment with the Company’s Audit Committee.

There are inherent limitations in the effectiveness of internal controls over financial reporting, including the possibility that misstatements may not be prevented or detected. Accordingly, even effective internal controls over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Furthermore, the effectiveness of internal controls can change with circumstances. The Company has paid particular attention to segregation of duties matters surrounding its internal controls over financial reporting as the Company has only limited staff resources at the present time such that “ideal” segregation of duties is not feasible. This risk is mitigated by management and Board review where appropriate. At the present time, the Company does not anticipate hiring additional accounting or administrative staff as this is not considered necessary or practical and accordingly, will continue to rely on review procedures to detect potential misstatements in reporting of material to the public.

The Company’s management, including the CEO and CFO, believe that any internal controls over financial reporting, including those systems determined to be effective and no matter how well conceived and operated, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the control system are met with respect to financial statement preparation and presentation. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

Attestation Report of the Registered Public Accounting Firm.

The Independent Registered Chartered Accountants, BDO Canada LLP, who audited the Company’s annual financial statements for the year ended March 31, 2011, have issued an audit report on the effectiveness of the Company’s internal control over financial reporting. (See “Item 17 – Financial Statements”.)

Changes In Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting that occurred during the year ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

The Company has an audit committee comprised of Marcel de Groot, Rob McLeod and Gord Fretwell. Each member of the audit committee is “independent” as that term is used in the NYSE Amex listing standards.

The Company has determined that Marcel de Groot is the Company’s Audit Committee Financial Expert.

ITEM 16.B

CODE OF ETHICS

The Company has adopted a Code of Ethics for the Company’s Officers, Directors, Employees, and Contractors.

The Company’s Code of Conduct clearly sets out the Company’s standard requirements for honest and ethical conduct of its management and employees pertaining to conflicts of interest, timely disclosure, compliance with the law and accountability. The Company has also adopted a written Code of Business Ethics and Conduct setting out very clearly the Company’s requirements for fair dealing, and its corporate position on: conflicts of interest and corporate opportunities, confidentiality and corporate assets, reporting and the effects of violations. Shareholders may obtain a copy of each of these Codes from the Company’s website at:

www.keeganresources.com/s/corporategovernance.asp.

ITEM 16C.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The Company had paid its auditors the following fees for audit and audit related services during the past two fiscal years ended March 31:

		Fiscal 2011	Fiscal 2010
Audit Fees (1)		$221,775	$182,000

Tax Fees (2)	$2,800		3,000

Totals		$224,575	$185,000

(1)

“Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Corporation’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2)

“Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

Our audit committee has adopted a formal policy on auditor independence requiring it to approve all professional services rendered by our independent auditor prior to the commencement of the specified services. The audit committee will consider annually and, if appropriate, approve the provision of audit services by our independent auditor and consider and, if appropriate, pre-approve the provision of certain defined audit and non-audit services. The audit committee also will consider on a case-by-case basis and, if appropriate, approve specific engagements that are not otherwise pre-approved. Any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the audit committee for consideration at its next regular meeting or, if earlier consideration is required, to the audit committee for action by written consent.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable.

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY KEEGAN/AFFILIATED PURCHASERS

Not Applicable.

ITEM 16F.

CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

Not Applicable.

ITEM 16G.

CORPORATE GOVERNANCE

The Company’s corporate governance practices do not differ in any significant way from those followed by domestic companies listed on NYSE Amex.

PART III

ITEM 17.

FINANCIAL STATEMENTS

The audited consolidated financial statements for the years ended March 31, 2011, 2010 and 2009 of Keegan are included in this Annual Report.

ITEM 18.

FINANCIAL STATEMENTS

Keegan has elected to provide financial statements pursuant to Item 17.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

Years ended March 31, 2011, 2010 and 2009

__________________

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements have been prepared by management and are in accordance with Canadian generally accepted accounting principles and reconciled to accounting principles generally accepted in the United States as set out in Note 16, and contain estimates based on management’s judgment. Other information contained in this document has also been prepared by management and is consistent with the data contained in the consolidated financial statements. A system of internal control is maintained by management to provide reasonable assurance that assets are safeguarded and financial information is accurate and reliable.

The Board of Directors approves the financial statements and ensures that management discharges its financial responsibilities. The Board’s review is accomplished principally through the audit committee, which is composed of non-executive directors. The audit committee meets periodically with management and the auditors to review financial reporting and control matters.

The Company’s independent auditors, BDO Canada LLP, are appointed by the shareholders to conduct an audit in accordance with generally accepted auditing standards in Canada and in accordance with the standards of the Public Company Accounting Oversight Board (United States).

MANAGEMENT’S REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reportingas defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control over financial reporting as described below. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of our internal control over financial reporting as of March 31, 2011using criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2011.

BDO Canada LLP, our auditors, have audited the effectiveness of our internal control over financial reporting as of March 31, 2011, as stated in their report which appears herein.

“Maurice Tagami” Maurice Tagami P.Eng. President and Chief Executive Officer	“Greg McCunn” Greg McCunn Chief Financial Officer
Vancouver, Canada June 23, 2011

Tel: 604 688 5421

Fax: 604 688 5132

www.bdo.ca

BDO Canada LLP

600 Cathedral Place

925 West Georgia Street

Vancouver BC V6C 3L2 Canada

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Keegan Resources Inc. (“the Company”)

We have completed integrated audits of Keegan Resources Inc.’s March 31, 2011, 2010 and 2009 consolidated financial statements and an audit of the effectiveness of the Company’s internal control over financial reporting as at March 31, 2011. Our opinions, based on our audits, are presented below.

Report on the consolidated financial statements

We have audited the accompanying consolidated financial statements of Keegan Resources Inc., which comprise the consolidated balance sheets as at March 31, 2011 and March 31, 2010, and the consolidated statements of operations and deficit and cash flows for each of the three years in the period ended March 31, 2011, and the related notes including a summary of significant accounting policies.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles and for effective internal control over financial reporting to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated 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 about whether the consolidated financial statements are free from material misstatement. Canadian generally accepted auditing standards require that we comply with ethical requirements.

An audit involves performing procedures to obtain audit evidence, on a test basis, about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting principles and policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Change in Accounting Policy

As discussed in Note 2 (k) to the consolidated financial statements, effective April 1, 2010, the Company changed its accounting policy for short-term investments whereby all such investments are determined to be cash equivalents regardless of their original maturity dates if they are redeemable on demand without risk of loss of value.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Keegan Resources Inc. as at March 31, 2011 and March 31, 2010 and the results of its operations and cash flows for each of the three years in the period ended March 31, 2011 in accordance with Canadian generally accepted accounting principles.

Report on internal control over financial reporting

We have also audited Keegan Resources Inc.’s internal control over financial reporting as at March 31, 2011, based on criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Management’s responsibility for internal control over financial reporting

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Controls over Financial Reporting.

Auditor’s responsibility

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances.

We believe that our audit provides a reasonable basis for our audit opinion on the Company’s internal control over financial reporting.

Definition of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent limitations

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, Keegan Resources Inc. maintained, in all material respects, effective internal control over financial reporting as at March 31, 2011 based on criteria established in Internal Control — Integrated Framework issued by COSO.

/s/ BDO CANADA LLP

Chartered Accountants

Vancouver, Canada

June 23, 2011

KEEGAN RESOURCES INC.
(An Exploration Stage Company)
Consolidated Balance Sheets
As at March 31, 2011 and 2010		Expressed in Canadian Dollars
		2011			2010
Assets
Current assets:
Cash and cash equivalents		$	229,144,989		$	48,712,372
Receivables			244,880			122,669
Prepaid expenses and deposits			146,084			257,561
			229,535,953			49,092,602
Furniture, equipment and leasehold improvements (note 3)			537,111			318,242

Resource properties and deferred exploration costs (note 4)			74,843,010			41,123,128
		$	304,916,074		$	90,533,972

Liabilities
Current liabilities:
Accounts payable and accrued liabilities (note 7)		$	5,076,974		$	1,097,951

Non-current liabilities:
Asset retirement obligations (note 5)			4,762,009			49,860
			9,838,983			1,147,811

Shareholders’ Equity

Share capital (note 6)			314,407,860			104,887,236
Contributed surplus (note 6(e))			17,163,323			8,082,767
Deficit accumulated			(36,494,092	)		(23,583,842	)
			295,077,091			89,386,161
		$	304,916,074		$	90,533,972

Commitments (note 9)
Contingencies (note 10)
Subsequent event (note 14)



Approved by the Board of Directors:

“Shawn Wallace”	“Marcel de Groot”
Director	Director

SEE ACCOMPANYING NOTES

KEEGAN RESOURCES INC.
(An Exploration Stage Company)
Consolidated Statements of Operations and Deficit
Years ended March 31, 2011, 2010 and 2009				Expressed in Canadian Dollars

	2011			2010			2009

Administration expenses:
Amortization	$	101,974		$	64,634		$	40,346
Bank charges and interest		36,232			19,054			25,287
Consulting fees, directors’ fees and
wages and benefits (note 7)		2,415,249			1,733,946			1,379,953
Donation expense		82,000			488,200			-
Office, rent and administration		754,874			579,594			411,322
Professional fees (note 7)		437,970			453,499			448,308
Regulatory, transfer agent and shareholder
information		185,783			220,772			241,999
Stock-based compensation (note 6(c))		7,799,995			2,099,085			586,652
Travel, promotion and investor relations		970,548			1,283,965			485,032
		12,784,625			6,942,749			3,618,899

Other expenses (income):
Interest and other income		(490,851	)		(114,994	)		(222,703	)
Foreign exchange loss		609,194			117,960			608,492
Gain on sale of marketable securities		(215,666	)		-			-
Mineral property evaluation costs		222,948			-			-
Write-off of equipment		-			26,971			1,112
Write-off of interest in resources properties (note 4(c))		-			-			170,596
		125,625			29,937			557,497

Loss and comprehensive loss for the year		12,910,250			6,972,686			4,176,396

Deficit accumulated, beginning of year		23,583,842			16,611,156			12,434,760

Deficit accumulated, end of year	$	36,494,092		$	23,583,842		$	16,611,156

Weighted average number of
shares outstanding		49,177,957			38,018,679			28,233,377

Loss per share - basic and diluted	$	0.26		$	0.18		$	0.15

SEE ACCOMPANYING NOTES

KEEGAN RESOURCES INC.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Years ended March 31, 2011, 2010 and 2009				Expressed in Canadian Dollars
	2011			2010			2009
				restated (note 2k)			restated (note 2k)

Cash provided by (used in):
Operating activities:
Net loss for the period	$	(12,910,250	)	$	(6,972,686	)	$	(4,176,396	)
Items not involving cash:
Amortization		101,974			64,634			40,346
Gain on sale of marketable securities		(215,666	)		-			-
Stock-based compensation		7,799,995			2,099,085			586,652
Stock-based donation		-			486,000			-
Unrealized foreign exchange loss		252,610			223,087			173,484
Write-off of equipment		-			27,639			1,112
Write-off of interest in resource properties		-			-			170,596
Changes in non-cash working capital:
Accounts payable and accrued liabilities		1,116,591			(6,793	)		80,095
Prepaid expenses and deposits		107,269			(168,798	)		(33,905	)
Receivables		(122,211	)		(73,628	)		87,109
		(3,869,688	)		(4,321,460	)		(3,070,907	)

Investing activities:
Acquisition of interest in resource properties		(639,220	)		-			(237,161	)
Purchase of marketable securities		(145,921	)		-			-
Proceeds from sale of marketable securities		361,587			-			-
Purchase of buildings, furniture, equipment and
leasehold improvements		(320,843	)		(214,751	)		(119,631	)
Deferred exploration costs		(21,238,903	)		(9,319,015	)		(10,901,528	)
		(21,983,300	)		(9,533,766	)		(11,258,320	)

Financing activities:
Common shares issued for cash, net of share
issuance costs		207,277,430			59,869,420			2,225,493

Impact of foreign exchange on cash and cash
equivalents		(991,825	)		(302,940	)		(136,201	)

Increase (Decrease) in cash and cash equivalents		180,432,617			45,711,254			(12,239,935	)

Cash and cash equivalents, beginning of year		48,712,372			3,001,118			15,241,053

Cash and cash equivalents, end of year	$	229,144,989		$	48,712,372		$	3,001,118

Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-cash investing and financing activities:
Mineral property costs included
in accounts payable, change	$	3,191,794		$	499,899		$	148,872
Stock-based compensation included in

mineral properties	$	3,523,755	$	839,198	$	136,411
Reclassification of contributed surplus on
exercise of options and brokers’ warrants
(note 6(e))	$	2,895,789	$	1,959,664	$	381,249
Warrants issued for services:
Share issue costs	$	652,595	$	523,924	$	-

SEE ACCOMPANYING NOTES

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Consolidated Schedule of Resource Property Costs
Years ended March 31, 2011 and 2010			Expressed in Canadian Dollars
	Ghana

	Esaase		Asumura		Total

Balance, March 31, 2009	$	24,388,371	$	5,969,574	$	30,357,945

Acquisition costs:
Cash and accrued		-		-		-

Deferred exploration costs:
Asset retirement obligation		49,860		-		49,860
Camp operations		330,840		46,509		377,349
Development support costs		147,928		-		147,928
Equipment and infrastructure		423,860		25,557		449,417
Engineering studies		176,050		-		176,050
Exploration drilling		4,043,602		43,877		4,087,479
Exploration support costs		3,596,512		306,394		3,902,906
Health, safety and environmental studies		147,972		-		147,972
Stock-based compensation		839,198		-		839,198
Technical and in-fill drilling		587,024		-		587,024
		10,342,846		422,337		10,765,183

Balance, March 31, 2010		34,731,217		6,391,911		41,123,128

Acquisition costs:
Cashand accrued (note 4(a))		1,170,439		-		1,170,439
Asset retirement obligation (note 5)		5,126,210		-		5,126,210

Deferred exploration costs:
Camp operations		626,158		181,775		807,933
Development support costs		1,896,792		-		1,896,792
Equipment and infrastructure		1,242,037		29,429		1,271,466
Engineering studies		2,034,473		-		2,034,473
Exploration drilling		4,993,818		1,022,979		6,016,797
Exploration support costs		4,754,896		296,187		5,051,083
Health, safety and environmental studies		1,199,552		-		1,199,552
Stock-based compensation		3,523,755		-		3,523,755
Technical and in-fill drilling		5,621,382		-		5,621,382
		31,019,073		1,530,370		32,549,443

Balance, March 31, 2011	$	66,920,729	$	7,922,281	$	74,843,010

SEE ACCOMPANYING NOTES

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 1

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

1. Nature of operations and going concern

Keegan Resources Inc. (“Keegan” or the “Company”) was incorporated on September 23, 1999 under the laws of British Columbia. The Company is in the exploration stage and is focused on advancing its principal property, the Esaase Gold Project to commercial production. In addition to its principal project, the Company holds a portfolio of other Ghanaian gold concessions in various stages of exploration. The Company’s shares trade on the Toronto Stock Exchange (“TSX”) and American Stock Exchange (“AMEX”) under the symbol “KGN”.

Management has estimated that the Company will have adequate funds from existing working capital to meet corporate, development, administrative and property obligations for the coming year, including the completion of the pre-feasibility and feasibility studies of the Esaase property. As at March 31, 2011, the Company had $229,144,989 in cash and cash equivalents, working capital of $224,458,979 and no long-term debt.

The Company will require additional financing from time to time, and while the Company has been successful in raising equity financing in the past, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be available on acceptable terms.

The recoverability of amounts shown for resource properties and deferred exploration costs and the Company’s ability to continue as a going concern is dependent upon the discovery of economically recoverable reserves, continuation of the Company's interest in the underlying resource claims, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production or proceeds from the disposition thereof. The amounts shown as resource properties and deferred exploration costs represent net costs to date, less amounts amortized and/or written-off, and do not necessarily represent present or future values.

2. Significant accounting policies, change in accounting policy, and recent accounting pronouncements

The consolidated financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements have, in management’s opinion, been properly prepared using careful judgment within the framework of the significant accounting policies summarized below.

(a)	Basis of consolidation

The consolidated financial statements include the accounts of the Company and the following subsidiaries:

Subsidiary name	Jurisdiction	Ownership

Keegan Resources Ghana Limited	Ghana		90	%(note 4(a))
Keegan International (Barbados) Inc.	Barbados		100	%
Keegan Ghana (Barbados) Inc.	Barbados		100	%
Quicksilver Ventures (Nevada) Inc	Nevada, USA		100	%

During the three months ended March 31, 2011, the Company incorporated Keegan International (Barbados) Inc. and Keegan Ghana (Barbados) Inc. as its wholly-owned subsidiaries.

All significant intercompany amounts and transactions have been eliminated on consolidation.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 2

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

2.	Significant accounting policies, change in accounting policy, and recent accounting pronouncements (continued)

(b) Financial instruments

Financial assets and financial liabilities

The Company’s financial instruments are comprised of cash and cash equivalents, receivables and accounts payable and accrued liabilities. Financial instruments are measured and classified as follows:

·	Held-for-trading financial instruments are measured at fair value. All gains and losses resulting from changes in their fair value are included in net earnings (loss) in the period in which they arise. Cash and cash equivalents are classified as held-for-trading and are measured at fair value.

Held-to-maturity investments, loans and receivables, and other financial liabilities are initially measured at fair value and subsequently measured at amortized cost. Amortization of premiums or discounts and transaction costs are amortized into net earnings (loss), using the effective interest method less any impairment. Receivables are classified as loans and receivables and accounts payable and accrued liabilities are classified as other financial liabilities.

Available-for-sale financial assets are measured at fair value, with unrealized gains and losses recorded in other comprehensive income until the asset is realized, at which time they will be recorded in net earnings (loss). Other than temporary impairments on available-for-sale financial assets are recorded in net earnings (loss).

Derivatives embedded in other financial instruments or non-financial contracts (the “host instrument”) are treated as separate derivatives with fair value changes recognized in the statement of operations when their economic characteristics and risks are not clearly and closely related to those of the host instrument, and the combined instrument or contract is not held for trading. There were no embedded derivatives identified in a review of the Company’s contracts. Free-standing derivatives that meet the definition of an asset or liability are measured at their fair value and reported in the Company’s financial statements.

ii Transaction Costs

The Company has chosen to recognize all transaction costs in operations on all financial instruments in the period they are incurred.

Cash and cash equivalents consist of cash and short-term investments with original maturity dates of less than ninety days and/or with original maturity days over ninety days but redeemable on demand without penalty (note 2(k)). The Company places its cash with institutions of high-credit worthiness.

(d) Furniture, equipment and leasehold improvements

Furniture, equipment and leasehold improvements are carried at cost less accumulated amortization. Amortization is determined at rates which will reduce original cost to estimated residual value over the useful life of each asset. The annual rates used to compute amortization are as follows:

Asset	Basis	Rate
Furniture and equipment	declining balance	20	%
Computers	declining balance	30	%
Leasehold improvements	straight-line	term of lease

Amortization is recorded at half the annual rate in the year of acquisition.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 3

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

2.	Significant accounting policies, change in accounting policy, and recent accounting pronouncements (continued)

(e) Resource properties and deferred exploration costs

The Company accounts for resource property costs in accordance with the Canadian Institute of Chartered Accountants Handbook Section 3061, “Property, plant and equipment” (“CICA 3061”), and Emerging Issues Committee abstract 174, “Mining Exploration Costs” (“EIC-174”). CICA 3061 provides for the capitalization of the acquisition and exploration costs of a resource property where such costs are considered to have the characteristics of property, plant and equipment. EIC-174 provides that a mining enterprise is not precluded from considering exploration costs to have the characteristics of property, plant and equipment when it has not established resource reserves objectively and therefore does not have a basis for preparing a projection of the estimated future net cash flow from the property.

The fair value of resource properties acquired in exchange for the issuance of the Company’s shares is determined by the trading price of the Company’s shares on the date the shares were issued.

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

EIC-174 states that a mining enterprise that has not established mineral reserves objectively and, therefore, may not have a basis for preparing a projection of the estimated future net cash flow from the property, is not precluded from considering exploration costs to have the characteristics of property, plant and equipment. Exploration costs related to mining properties may be initially capitalized under Section 3061 if an enterprise considers that such costs have the characteristics of property, plant and equipment and that capitalization is appropriate to its circumstances.

CICA 3061 requires that property, plant and equipment be written down when the long-term expectation is that the net carrying amount will not be recovered; further, EIC-174 references certain conditions that should be considered in determining subsequent write-downs, such as a significant drop in mineral prices, a significant deterioration in the availability of financing or a significant delay in the development activity; management reviews such conditions to determine whether a write-down of capitalized costs is required. When the carrying value of a property exceeds its net recoverable amount, provision is made for the impairment in value.

(f) Asset retirement obligations

The fair value of a liability for an asset retirement obligation, such as site reclamation costs, is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The Company is required to record the estimated present value of future cash flows associated with site reclamation as a liability when the liability is incurred and increase the carrying value of the related assets for that amount. The obligations recognized are statutory, contractual or legal obligations. The liability is accreted over time for changes in the fair value of the liability through charges to accretion, which is included in the statement of operations. The costs capitalized upon initial recognition of an obligation are amortized in a manner consistent with the depletion of the related asset.

(g) Comprehensive loss

Comprehensive income consists of net loss and other comprehensive income (“OCI”). OCI represents changes in shareholders’ equity during a period arising from transactions and other events with non-owner sources. For the period covered by these financial statements comprehensive loss and net loss are the same.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 4

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

2.	Significant accounting policies, change in accounting policy, and recent accounting pronouncements (continued)

(h) Foreign currency translation

The Company’s functional currency is the Canadian dollar. Foreign denominated monetary assets and liabilities are translated to their Canadian dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary items are translated at exchange rates prevailing when the assets were acquired or the obligations incurred. Foreign currency denominated revenue and expense items are translated at exchange rates prevailing at the transaction date. Exchange gains or losses arising on foreign currency translation were charged to the statement of operations during the period.

(i) Earnings per share

Basic earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of diluted common shares outstanding during the year. Diluted common shares reflect the potential dilutive effect of exercising the stock options and warrants based on the treasury stock method.

For the years ended March 31, 2011, 2010 and 2009, common equivalent shares (consisting of shares issuable on exercise of stock options and warrants), totaling 6,497,800, 3,221,840, and 5,194,410 respectively, were not included in the computation of diluted loss per share because the effect was anti-dilutive.

(j) Stock-based compensation

The Company has a stock option plan as described in note 6(c). The Company records all stock-based compensation using the fair value method.

Compensation expense attributable to share based awards to employees is measured at the fair value at the date of grant using the Black-Scholes model. The fair value takes into account a number of variables, including the exercise price of the award, the expected dividend rate, the expected life of the options and the risk free interest rate. The expense is recorded on a straight-line basis over the graded vesting period of the award. The forfeiture rate is assumed to be nil and the expense is adjusted prospectively as forfeitures occur. Compensation expense attributable to awards that call for settlement in cash or other assets is measured at intrinsic value and recognized over the vesting period.

Under the fair value based method, stock-based payments to non-employees are measured at the fair value of the goods and/or services received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until counterparty performance is complete, and any change therein is recognized over the performance period of the award. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.

(k) Change in accounting policy

During the year ended March 31, 2011, the Company changed its accounting policy on short-term investments. Previously, the Company considered all cash equivalents with maturity dates over 90 days as short-term investments, including those that were redeemable on demand without penalty or loss of interest. Investments with maturity dates over 90 days that are redeemable on demand without penalty or loss of interest are now treated as cash and cash equivalents.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 5

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

2.	Significant accounting policies, change in accounting policy, and recent accounting pronouncements (continued)

(k) Change in accounting policy (continued)

Management judges that the new policy provides reliable and more relevant information because it better presents the nature of these investments in the fact that they can be liquidated before maturity. This change in accounting policy has been accounted for retroactively, and the comparative consolidated balance sheets and consolidated statements of cash flows as at and for the year ended March 31, 2010 have been restated. The effect of the change on the consolidated balance sheets as at March 31, 2010 is a decrease of the short-term investments by $22,000,000 and an increase in the cash and cash equivalents by the same amount. The effect of the change on the consolidated cash flows statements for the year ended March 31, 2010 is a decrease of the cash used in investing activities by $21,000,000 (2009 - $1,000,000), an increase in cash and cash equivalents by the same amount, and an increase in the cash and cash equivalents, end of year by $22,000,000. The change in the accounting policy did not have an impact on the opening retained earnings.

(l) Recent Accounting Pronouncements Issued But Not Yet Implemented

i. Consolidations and non-controlling interests

CICA Handbook Section 1601, Consolidated Financial Statements, and Section 1602, Non-Controlling Interests, replace Section 1600, Consolidated Financial Statements. Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS standard, International Accounting Standards (“IAS”) 27 (Revised), Consolidated and Separate Financial Statements. The sections apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. Earlier adoption is permitted. The Company will adopt this standard on April 1, 2011. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

ii. Business combinations

CICA Handbook Section 1582, Business Combinations, replaces Section 1581 and establishes standards for the accounting for a business combination. It provides the Canadian equivalent to IFRS 3 - Business Combinations. This applies to a transaction in which the acquirer obtains control of one or more businesses. Most assets acquired and liabilities assumed, including contingent liabilities that are considered to be improbable, will be measured at fair value. Any interest in the acquiree owned prior to obtaining control will be remeasured at fair value at the acquisition date, eliminating the need for guidance on step acquisitions. Additionally, a bargain purchase will result in recognition of a gain and acquisition costs must be expensed. Earlier application is permitted. The Company will adopt this standard on April 1, 2011. The Company is currently evaluating the impact of the adoption of this new standard on its consolidated financial statements.

iii.	Financial instruments – recognition and measurement

CICA Handbook Section 3855 was amended in June 2010 to clarify the application of the effective interest rate method after a debt instrument has been impaired and when an embedded prepayment option is separated from its host debt instrument at initial recognition. The amendments are applicable for the Company’s interim and annual financial statements for its fiscal year beginning April 1, 2011 with earlier adoption permitted. The Company will adopt this standard on April 1, 2011 and does not expect a material impact on its consolidated financial statements.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 6

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

2.	Significant accounting policies, change in accounting policy, and recent accounting pronouncements (continued)

(l) Recent Accounting Pronouncements Issued But Not Yet Implemented (continued)

iv.

International Financial Reporting Standards (“IFRS”)

In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over a five-year transitional period. In February 2008, the CICA Accounting Standards Board confirmed that the changeover to IFRS from Canadian GAAP will be required for publicly accountable enterprises, effective for the interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of April 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ending March 31, 2011. The Company has assessed the impact of adopting IFRS on financial statement presentation and accounting policies selection and currently is in a process of preparation of the Company’s IFRS opening balance sheet and note disclosures. The Company’s IT, accounting and financial reporting systems are not expected to be significantly impacted. Further, the Company has in place internal and disclosure control procedures to ensure continued effectiveness during the transition period.

3. Furniture, equipment and leasehold improvements

			Accumulated		Net book
March 31, 2011	Cost		amortization		value

Furniture and equipment		245,680		77,478		168,202
Computers		300,509		91,025		209,484
Leasehold improvements		201,691		42,266		159,425

	$	747,880	$	210,769	$	537,111

			Accumulated		Net book
March 31, 2010	Cost		amortization		value

Furniture and equipment		180,241		43,628		136,613
Computers		132,921		39,426		93,495
Leasehold improvements		113,875		25,741		88,134

	$	427,037	$	108,795	$	318,242

4.	Resource properties and deferred exploration costs

Title to resource properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequent ambiguous conveyancing history characteristic of many resource properties. The Company has investigated title to all of its resource properties and, to the best of its knowledge, title to all of its properties are in good standing. However, this should not be construed as a guarantee to title. The concessions may be subject to prior claims, agreements or transfer and rights of ownership may be affected by undetected defects.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 7

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

4. Resource properties and deferred exploration costs (continued)

(a)

Esaase Gold Property

On May 3, 2006,the Company entered into an option agreement with Sametro Co. Ltd. (“Sametro”) to purchase a 100% interest in the Esaase Gold property in the southwest part of the Republic of Ghana (“Ghana”), West Africa. The property is asubject to the underlying 10% interest and 5% royalty (see note 10(a))to the Ghanaian government and a 0.5% royalty payable to the Bonte Liquidation Committee. Under the terms of the agreement, the Company was to make a series of cash payments totaling US$890,000, issue 780,000 common shares and incur minimum exploration expenditures of US$2,250,000 over a three year period.

During the year ended March 31, 2008, after having already made cash payments of US$500,000, issued 40,000 common shares and completed the full exploration expenditure requirement, the Company renegotiated the option agreement so that all further cash and share payments were no longer owed. In lieu of these payments, the Company paid US$850,000 to a creditor of Sametro and issued 40,000 additional common shares to Sametro.

Subsequent to these payments, the Company was granted the full Esaase Mining Lease by the Minerals Commission and Minister of Mines, Lands and Forestry with no further obligation to any party aside from the NSR and government commitments.

During the year ended March 31, 2008, the Company purchased 100% private ownership of the Jeni Concession mining lease and exploration rights. The Jeni Concession lies directly to the southwest and contiguous to the Esaase Gold property. In consideration for the acquisition of the mining lease, Keegan paid US$50,000 to the Bonte Liquidation Committee and US$50,000 to the Minerals Commission of Ghana for the title transfer. The Ghanaian government retains a standard 10% carried interest and 3% royalty based on the existing mining lease and the Bonte Liquidation Committee retains a 0.5% royalty.

Subsequent to the granting of the Esaase and Jeni mining leases, the Ghanaian government amended the royalty scheme in Ghana to a 5% royal for all mining projects and uncertainty now exists as to the final royalty rate applicable to the property (see note 10(a)).

Acquisition

Free carried interest to the Ghanaian government

Pursuant to the provisions of the Ghanaian statute, as at March 31, 2011,the Ghanaian government acquired, for zero proceeds, a 10% free carried interest in the rights and obligations of the mineral operations of the Esaase Gold Property through an interest in Keegan Resources Ghana Limited (“Keegan Ghana”).Keegan Ghanareserved 10% of its common shares for issuance to the Ghanaian government, and one government representative was appointed to the Board of Directors of Keegan Ghana. The Ghanaian government is entitled to 10% of declared dividends from the net profit of Keegan Ghana at the end of a financial year.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 8

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

4.	Resource properties and deferred exploration costs (continued)

(b)	Asumura Gold Project

The Company entered into an option agreement with GTE Ventures Limited (“GTE”) dated February 18, 2005 and subsequently amended, through which it acquired an undivided 100% private interest in the Asumura Reconnaissance Concession (“Asumura property”) located in Ghana.

The Asumura property is subject to a 3.5% royalty; 50% of which may be purchased for US$2,000,000 from GTE and the remaining 50% may be purchased for an additional US$4,000,000. If the property is converted to a Mining License, in accordance with Ghanaian law, it will become subject to a 5% royalty and 10% ownership by the Ghanaian government (see note 10(a)).

(c)	Write-off of interest in resources properties

During the years ended March 31, 2011 and 2010 no deferred acquisition and exploration costs related to resource properties were written-off. During the year ended March 31, 2009, the Company decided not to pursue its option agreement to earn a 100% ownership of a reconnaissance concession in Ghana (Mt. Olives concession) and as a result, $170,596 in acquisition and deferred exploration expenditures were written-off.

5.	Asset retirement obligations

The asset retirement obligations provision relates to current and historical disturbance caused to the mineral concessions with in the area of interest of the Esaase Gold Property. Management has determined that these areas will be included as part of the project’s life-of-mine rehabilitation program. The estimated present value of future cash flows associated with this constructive obligation has been recorded as a non-current provision.

Esaase development project	Year ended			Year ended
	March 31, 2011			March 31, 2010

Opening balance	$	49,860		$	-
Additions		4,712,149			49,860

Closing Balance	$	4,762,009		$	49,860

		2011			2010
Undiscounted and uninflated estimated future cash obligation	$	8,186,463		$	9,860
Expected term until settlement		13 years			1 year
Inflation rate		2.49	%		-
Discount rate		6.60	%		-

6.	Share capital and contributed surplus

(a) Authorized share capital

unlimited common shares without par value; and

unlimited preferred shares without par value

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 9

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

6. Share capital and contributed surplus (continued)

(b)	Issued and outstanding common shares

	Number of shares	Amount
Balance, March 31, 2008	27,467,648	$	40,489,334

Issued for cash:
Pursuant to the exercise of warrants
- at $2.40	623,000		1,495,200
- at $3.25	150,000		487,500
Pursuant to the exercise of options
- at $0.92	263,905		242,793
Transferred from contributed surplus for the exercise
of options and warrants	-		1,959,664
Balance, March 31, 2009	28,504,553	$	43,096,076

Issued for cash:
Pursuant to private placements
- at $2.40	8,000,000		19,200,000
- at $5.90	7,015,000		41,388,500
Share issuance costs	-		(4,049,152 )
Pursuant to the exercise of warrants
- at $3.10	162,667		504,268
Pursuant to the exercise of options
- at $0.92	609,410		560,657
- at $1.12	50,000		56,000
- at $1.16	25,000		29,000
- at $2.44	475,493		1,160,203
- at $2.48	20,000		49,600
- at $3.38	19,000		64,220
- at $4.20	91,000		382,200
Transferred from contributed surplus for the exercise
of options and warrants	-		1,959,664
Issued in donation	75,000		486,000

Balance, March 31, 2010	45,047,123	$	104,887,236

Issued for cash:
Pursuant to a bought deal financing at $7.50	28,405,000		213,037,500
Share issuance costs, cash	-		(10,199,980)
Share issuance costs, fair value of warrants
granted to underwriters	-		(652,595 )

Pursuant to the exercise of warrants
- at $3.10	237,333		735,732
Pursuant to the exercise of options
- at $1.12	37,500		42,000
- at $1.16	200,000		232,000
- at $2.44	349,507		852,797
- at $2.48	40,000		99,200
- at $3.31	50,000		165,500
- at $3.60	75,000		270,000
- at $4.01	65,625		263,156
- at $4.20	280,000		1,176,000
- at $6.19	97,500		603,525
Transferred from contributed surplus for the exercise
of options and warrants	-		2,895,789

Balance, March 31, 2011	74,884,588	$	314,407,860

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 10

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

6. Share capital and contributed surplus (continued)

(b) Issued and outstanding common shares (continued)

Year ended March 31, 2011

On February 17, 2011, the Company completed a bought deal share offering pursuant to an underwriting agreement, under which the underwriters purchased an aggregate of 24,700,000 common shares of the Company at a price of $7.50 per common share for gross proceeds of $185,250,000. The underwriters exercised an over-allotment option to purchase an additional 3,705,000 common shares at $7.50, bringing the total gross proceeds from the bought deal financing to $213,037,500. Pursuant to the underwriting agreement, the Company paid a commission to the underwriters equivalent to 4.5% of the gross proceeds raised or $9,586,688 and incurred other cash share issuance costs totaling $613,292.In addition, the Company granted 284,050 share purchase warrants to the underwriters entitling them to purchase common shares of the Company at a price of $7.50 per share until February 17, 2013. The Company recorded share issuance costs of $652,595 related to the warrants granted to underwriters, representing the fair value or the warrants calculated using the Black-Scholes option-pricing method (note 6(d)).

During the year ended March 31, 2011, an aggregate of 1,195,132common shares were issued for gross proceeds of $3,704,178 on exercise of options. In addition, a reclassification of $2,584,883 from contributed surplus to share capital was recorded on the exercise of these options.

During the year ended March 31, 2011, an aggregate of 237,333 common shares were issued for gross proceeds of $735,732 on exercise of broker’s warrants. In addition, a reclassification of $310,906from contributed surplus to share capital was recorded on the exercise of the broker’s warrants.

Year ended March 31, 2010

During the year ended March 31, 2010, the Company completed a bought deal share offering pursuant to an underwriting agreement dated November 23, 2009, under which the underwriters purchased an aggregate of 7,015,000 common shares of the Company at a price of $5.90 per common share for total gross proceeds of $41,388,500. Pursuant to the underwriting agreement, the Company paid a commission to the underwriters equivalent to 5% of the gross proceeds raised or $2,069,425 and incurred other issuance costs totaling $315,336.

During the year ended March 31, 2010, the Company also completed a brokered private placement pursuant to an underwriting agreement dated May 8, 2009,under which the underwriters purchased an aggregate of 8,000,000 common shares of the Company at a price of $2.40 per common share for total gross proceeds of $19,200,000. Pursuant to the underwriting agreement, the Company paid a commission to the underwriters equivalent to 5% of the gross proceeds raised or $960,000 and incurred other issuance costs totaling $180,467. In addition, the Company issued 400,000 warrants to the underwriters which is equal to 5% of the total common shares sold. Each warrant will entitle the underwriters to purchase a common share of the Company at a price of $3.10 per share for a period of 18 months. The fair value of the warrants, $523,924, has been included in share issuance costs.

During the year ended March 31, 2010, the Company issued 75,000 common shares in donation. The shares were recorded at fair value of $6.48 per share in the statement of operations.

During the year ended March 31, 2010, an aggregate of 1,289,903 common shares were issued for gross proceeds of $2,301,880on exercise of options. In addition, a reclassification of $1,746,586 from contributed surplus to share capital was recorded on the exercise of these options.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 11

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

6. Share capital and contributed surplus (continued)

(b) Issued and outstanding common shares (continued)

During the year ended March 31, 2010, an aggregate of 162,667 common shares were issued for gross proceeds of $504,268 on exercise of broker’s warrants. In addition, a reclassification of $213,078 from contributed surplus to share capital was recorded on the exercise of these options.

Year ended March 31, 2009

During the year ended March 31, 2009, 263,905 common shares were issued for gross proceeds of $242,793 on exercise of options. In addition, a reclassification of $152,674 from contributed surplus to share capital was recorded on the exercise of these options.

During the year ended March 31, 2009, an aggregate of 773,000 common shares were issued for gross proceeds of $1,982,700 on exercise of warrants and broker’s warrants. In addition, a reclassification of $228,575 from contributed surplus to share capital was recorded on the exercise of broker’s warrants.

The Company maintains a rolling stock option plan providing for the issuance of stock options up to 10% of the Company’s issued and outstanding common shares. The Company may grant from time to time options to its directors, officers, employees and other service providers. The options vest 25% on the date of the grant and 12 ½ % every three months thereafter for a total vesting period of 18 months.

The following table summarizes the stock options outstanding and exercisable at March 31, 2011:

	Number outstanding at		Number exercisable at
Exercise price	March 31, 2011	Expiry date	March 31, 2011


$2.44	305,000	November 10, 2011	305,000
$3.60	25,000	October 17, 2012	25,000
$4.20	440,000	February 5, 2013	440,000
$1.12	12,500	January 15, 2014	12,500
$3.31	120,000	June 2, 2014	120,000
$3.10	225,000	July 2, 2014	225,000
$3.10	75,000	July 17, 2014	75,000
$4.01	416,250	October 6, 2014	355,625
$6.50	220,000	December 14, 2014	192,500
$6.19	1,505,000	May 26, 2015	912,500
$7.83	115,000	October 20, 2015	43,125
$9.00	225,000	November 30, 2015	84,375
$8.00	2,530,000	March 17, 2016	632,500

	6,213,750		3,423,125
Weighted average contractual life
remaining at March 31, 2011 (years)	4.04		3.48

The number of stock options exercisable as at March 31, 2010 and 2009 was 2,322,632 and 2,907,910 respectively.

A summary of the stock options grants, exercises and forfeitures for the year ended March 31, 2011, 2010 and 2009 is presented below:

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 12

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

6. Share capital and contributed surplus (continued)

(c)	Stock options (continued)

	Number			Weighted average
	of shares			Exercise price

Balance, March 31, 2008		3,533,315		$	2.49
Granted		100,000			1.12
Exercised		(263,905	)		0.92
Forfeited		(150,000	)		3.30

Balance, March 31, 2009		3,219,410		$	2.54
Granted		1,175,000			4.14
Exercised		(1,289,903	)		1.78
Forfeited		(115,000	)		3.05

Balance, March 31, 2010		2,989,507		$	3.48
Granted		4,495,000			7.39
Exercised		(1,195,132	)		3.10
Forfeited		(75,625	)		4.20

Balance, March 31, 2011		6,213,750		$	6.37

The weighted average exercise price of the stock options exercisable as at March 31, 2011 was $5.41.

During the year ended March 31, 2011, under the fair-value-based method, $7,799,995 (2010 – $2,099,085, 2009 - $586,652)) in stock-based compensation expense was recorded in the statements of operations and deficit and $3,523,755 (2010 – $839,198, 2009 - $136,411) was capitalized to resource properties for stock options granted to directors, employees and consultants of the Company.

The fair value of stock options used to calculate stock-based compensation expense has been estimated using the Black-Scholes option valuation model with the following weighted average assumptions:

	2011			2010			2009
Risk free interest rate		2.21	%		2.35	%		1.48	%
Expected dividend yield		0	%		0	%		0	%
Stock price volatility		88	%		93	%		86	%
Expected life of options	3.63 years			3.71 years			3.67 years

The weighted average fair value of options granted during year ended March 31, 2011 was $4.67 (2010 - $3.28, 2009 - $0.70) per option.

(d)

Warrants

The following warrants were outstanding at March 31, 2011. Each warrant entitles the holder to purchase one common share of the company as follows:

		Number outstanding at		Number exercisable at
	Exercise price	March 31, 2011	Expiry date	March 31, 2011

$	7.50	284,050	February 17, 2013	284,050
		284,050		284,050

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 13

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

6. Share capital and contributed surplus (continued)

(d) Warrants (continued)

The continuity of share purchase warrants for the year ended March 31, 2011 is as follows:

Exercise price		Expiry date	March 31, 2010		Issued		Exercised			Expired		March 31, 2011

$	7.50	February17, 2013		-		284,050		-			-		284,050
$	3.10	November 26, 2010		237,333		-		(237,333	)		-		-
				237,333		284,050		(237,333	)		-		284,050

The fair value of $652,595 of the 284,050 brokers’ warrants issued during the year ended March 31, 2011 was included in share issuance costs (note 6 (b)).

The continuity of share purchase warrants for the year ended March 31, 2010is as follows:

Exercise price		Expiry date	March 31, 2009		Issued		Exercised			Expired			March 31, 2010

$	4.25	May 27, 2009		330,000		-		-			(330,000	)		-
$	5.25	May 27, 2009		1,650,000		-		-			(1,650,000	)		-
$	3.10	November 26, 2010		-		400,000		(162,667	)		-			237,333
				1,980,000		400,000		(162,667	)		(1,980,000	)		237,333

The fair value of $523,924 of the 400,000 brokers’ warrants issued during the year ended March 31, 2010 was included in share issuance costs (note 6 (b)).

The continuity of share purchase warrants for the year ended March 31, 2009 is as follows:

Exercise price		Expiry date	March 31, 2008		Issued		Exercised			Expired			March 31, 2009

$	2.40	May 16, 2007		630,500		-		(623,000	)		(7,500	)		-
$	3.25	February 16, 2009		3,208,750		-		(150,000	)		(3,058,750	)		-
$	4.25	May 27, 2009		330,000		-		-			-			330,000
$	5.25	May 27, 2009		1,650,000		-		-			-			1,650,000
				5,819,250		-		(773,000	)		(3,066,250	)		1,980,000

The fair value of broker warrants used to calculate share issuance costs has been estimated using the Black-Scholes option valuation model with the following weighted average assumptions:

	2011			2010			2009
Risk free interest rate		1.79	%		0.97	%		-
Expected dividend yield		0	%		0	%		-
Stock price volatility		55	%		117.54	%		-
Expected life of warrants	2.0 years			1.5 years				-

The weighted average fair value of broker warrants granted during the year ended March 31, 2011 was approximately $2.30(2010 - $1.31) per broker warrant.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 14

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

6. Share capital and contributed surplus (continued)

(e) Contributed surplus

	2011			2010			2009
Balance, beginning of year	$	8,082,767		$	6,580,224		$	6,238,410
Stock-based compensation		11,323,750			2,938,283			7,232,063
Brokers’ warrants issued		652,595			523,924			-
Transferred to share capital for the exercise
of options and brokers’ warrants		(2,895,789	)		(1,959,664	)		(381,249	)
Balance, end of year	$	17,163,323		$	8,082,767		$	6,580,224

(f) Shareholder rights plan

The Directors of the Company approved the adoption of a shareholder rights plan (the “Rights Plan”). The objective of the Board of Directors in adopting this Plan is to achieve full and fair value for the Company’s shareholders in the event of an unsolicited take-over bid for the Company.

The rights become exercisable only when a person or party acquires or announces its intention to acquire 20% or more of the outstanding shares of the Company without complying with certain provisions of the Rights Plan. Each right would entitle each holder of common shares (other than the acquiring person or party) to purchase additional common shares of the Company at a 50% discount to the market price at the time.

7. Related party transactions

Included in consulting fees, wages and benefits is $nil (2010 - $nil; 2009 - $91,270) paid or accrued for consulting fees paid to an officer of the Company during the year ended March 31, 2011.

During the year ended March 31, 2011, the Company included in professional fees $15,850 (2010 - $98,410; 2009 - $76,660) for accounting fees paid or accrued to a company controlled by an officer of the Company.

During the year ended March31, 2011, the Company billed $223,264 (2010 - $nil; 2009 - $nil) to companies with directors and officers in common in respect to recovery of general and administration costs

These transactions were conducted in the normal course of operations and were measured by the exchange amount, which is the amount agreed upon by the transacting parties.

Included in accounts payable and accrued liabilities as at March 31, 2011 is $96,365 (2010 - $70,028) owing to a company controlled by a director of the Company. Included in receivables as at March 31, 2011 is an aggregate amount of $25,598(2010 - $nil) due from companies with directors and officers in common.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 15

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

8. Income taxes

The Company has accumulated foreign resource deductions totaling $38,397,548 (2010 - $22,627,113) and non-capital losses of approximately $19,865,000 (2010 - $12,484,000) in Canada and $2,703,000 (2009 - $1,937,000) in Ghana for income tax purposes, which may be carried forward to reduce taxable income of future years. The non-capital losses expire as follows:

	Ghana		Canada		Total

2012		173,908		-		173,908
2013		272,784		-		272,784
2014		622,727		54,776		677,503
2015		673,498		369,545		1,043,043
2016		960,126		-		960,126
2026		-		1,098,124		1,098,124
2027		-		1,406,794		1,406,794
2028		-		2,170,432		2,170,432
2029		-		2,517,510		2,517,510
2030		-		4,379,038		4,379,038
2031		-		7,868,482		7,868,482

		2,703,043		19,864,701		22,567,744

A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is:

	2011			2010			2009

Average statutory tax rate		28	%		29.63	%		30.38	%

Loss before income taxes	$	(12,910,000	)	$	(6,973,000	)	$	(4,176,000	)

Expected income tax recovery		(3,615,000	)		(2,066,000	)		(1,269,000	)
Increase (decrease) in income tax recovery resulting from:
Mineral exploration costs not deductible for tax		2,619,000			1,838,000			245,000
Stock based compensation		2,184,000			622,000			178,000
Other permanent differences		(38,000	)		18,000			133,000
Change in statutory rates		44,000			311,000			172,000
Share issuance costs		(2,550,000	)		(881,000	)		-
Other		(443,000	)		(214,000	)		-

Increase in the valuation allowance		1,799,000			372,000			541,000

Income tax recovery	$	-		$	-		$	-

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 16

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

8. Income taxes (continued)

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

	2011			2010			2009

Non-capital and capital losses	$	5,642,000		$	3,814,000		$	2,570,000
Foreign development and exploration expenditures		(5,074,000	)		(2,768,000	)		(1,283,000	)
Share issuance costs		2,608,000			834,000			240,000
Unrealized foreign exchange loss		497,000			-			-
Furniture, equipment and leasehold improvements		49,000			43,000			24,000

		3,722,000			1,923,000			1,551,000

Less: valuation allowance		(3,722,000	)		(1,923,000	)		(1,551,000	)

	$	-		$	-		$	-

The Company has recorded a valuation allowance against its future income tax assets as it was determined that under current conditions it is not more like-than-not that these future tax benefits in Canada and Ghana will be realized.

9. Commitments

As at March 31, 2011, the Company has contractual commitments with certain service providers in Ghana and Canada. The amounts due under these contracts and their payment terms are as follows:

2012	$	586,088
2013		633,478
2014		568,438
2015		568,438
2016		94,740
	$	2,451,182

10. Contingencies

(a) Ghanaian mining royalties

On March 19, 2010, the government of Ghana amended section 25 of the Minerals and Mining Act of 2006 (Act 703) which stipulates the royalty rates on mineral extraction payable by mining companies in Ghana. The section now states that a holder of a mining lease, restricted mining lease, or small scale mining license shall pay royalty in respect of minerals obtained from its mining operations to Ghana at the rate of 5% of the total revenue earned from minerals obtained by the holder. Currently, uncertainty exists on how this amendment will affect the Esaase gold property’s existing mining lease and whether this rate will change as the Company goes through negotiations with the government with respect to a stability agreement on the project.

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 17

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

10. Contingencies (continued)

(b) Esaase option agreement suit

Keegan Ghana was named jointly with the Ghana Minerals Commission as a co-defendant in a legal suit by the company that had originally optioned the Esaase Gold property to the Company. The Plaintiff is alleging certain irregularities in connection with the closing of the option resulting in Keegan Ghana’s acquisition of the Esaase gold property and the issuing of the requisite regulatory approvals under Ghanaian Law. Keegan Ghana has refuted the allegations on grounds that it had at all material times acted legally and in good faith and has therefore filed a defense and counter-claim against the Plaintiff. The Company is of the view after discussion with Ghanaian Counsel that the allegations are totally without legal merit and will be vigorously defended. The Ghana Minerals Commission has also denied the allegations and filed a defense to the suit. The Company’s potential liability for damages, if any, is currently not determinable.

11. Segmented information

Geographic Information

The Company operates in one reportable operating segment, being the exploration and development of resource properties.

March 31, 2011	Canada		Ghana		Total

Furniture, equipment and leasehold improvements	$	417,261	$	119,850	$	537,111
Resource properties and deferred exploration costs		-		74,843,010		74,843,010

	$	417,261	$	74,962,860	$	75,380,121

March 31, 2010	Canada		Ghana		Total

Furniture, equipment and leasehold improvements	$	218,388	$	99,854	$	318,242
Resource properties and deferred exploration costs		-		41,123,128		41,123,128

	$	218,388	$	41,222,982	$	41,441,370

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 18

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

12. Financial instruments

As at March 31, 2011, the Company’s financial instruments consist of cash and cash equivalents, receivables and accounts payable and accrued liabilities.

As introduced by the amendments to Section 3862, the following table summarizes the designation and fair value hierarchy under which the Company’s financial instruments are valued:

Level 1 – fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and

Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.

The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

			March 31, 2011
	Category	Carrying Value	Amount		Fair value hierarchy Level 1
Financial Assets
Cash and cash equivalents	Held-for-trading	Fair value	$	229,144,989	$	229,144,989
Receivables excluding sales taxes refundable	Loans and receivables	Amortized cost		95,816		N/A
			$	229,240,805	$	229,144,989

Financial Liabilities
Accounts payable and accrued liabilities	Other financial liabilities	Amortized cost	$	5,076,974		N/A
			$	5,076,974		N/A

			March 31, 2010
	Category	Carrying Value	Amount		Fair value hierarchy Level 1
Financial Assets
Cash and cash equivalents	Held-for-trading	Fair value	$	48,712,372	$	48,712,372
Receivables	Loans and receivables	Amortized cost		39,662		N/A
			$	48,752,034	$	48,712,372

Financial Liabilities
Accounts payable and accrued liabilities	Other financial liabilities	Amortized cost	$	1,097,951		N/A
			$	1,097,951		N/A

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant credit, liquidity, or market risks arising from these financial instruments. The risk exposure is summarized as follows:

(a) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on the cash and cash equivalent balances at the banks in each of Canada and Ghana (approximately $920,000). The majority of the Company’s cash held in Canadian based banking institutions, authorized under the Bank Act (Canada) to accept deposits, which may be eligible for deposit insurance provided by the Canadian Deposit Insurance Corporation. As at March 31, 2011, the receivables consist primarily of interest receivable of $70,218 (2010 - $39,662) and other receivables of $25,598 (2010 - $nil), neither of which are considered past due.

100

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 19

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

12. Financial instruments (continued)

(b) Liquidity risk

The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to settle obligations and liabilities when due. As at March 31, 2011, the Company had a cash and cash equivalents balance of $229,144,989(2010 – $48,712,372) to settle current liabilities of $5,076,974 (2010 - $1,097,951) that mainly consist of accounts payable that are considered short term and expected to be settled within 30 days.

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company’s cash and cash equivalents attract interest at floating rates and have maturities of 90 days or less or maturity over ninety days but redeemable on demand without penalty. The interest is typical of Canadian banking rates, which are at present low, however the conservative investment strategy mitigates the risk of deterioration to the investment. A sensitivity analysis suggests that a change of 100 basis points in the interest rates would result in a corresponding increase or decrease in net loss of approximately $2,291,754 as at March 31, 2011. A change of 100 basis points in the interest would have not been material to the financial statements as at March 31, 2010.

ii. Foreign currency risk

The Company is exposed to currency risk through the following financial assets and liabilities denominated in currencies other than Canadian dollars:

	March 31, 2011									March 31, 2010
	USD			Ghana Cedis			AUD			USD			Ghana Cedis			AUD
Cash and cash equivalents		62,188,642			337,577			-			11,873,686			99,172			-
Accounts payable		(80,639	)		(3,586,750	)		(386,702	)		(57,568	)		(829,482	)		(25,194	)
Net exposure		62,108,003			(3,249,173	)		(386,702	)		11,816,118			(730,310	)		(25,194	)

101

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 20

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

12. Financial instruments (continued)

iii. Other price risk

Other price risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from currency risk or interest rate risk. As at March 31, 2011 and 2010, the Company was not exposed to other price risk.

(d) Fair value

The carrying values of cash and cash equivalents, short-term investments, receivables and accounts payable and accrued liabilities approximate their respective fair values due to the short-term nature of these instruments.

(e)	Items of income, expense, gains or losses

	2011		2010		2009
Interest income from held-for-trading financial assets	$	478,467	$	114,994	$	222,702
Interest expense from other financial liabilities		-		-		-
Realized gain on available-for-sale financial assets	$	215,666	$	-	$	-

13. Capital management

The Company considers items included in shareholders’ equity and cash and cash equivalents to be capital.

	2011		2010

Cash and cash equivalents	$	229,144,989	$	48,712,372

Shareholders’ equity	$	295,077,091	$	89,386,161

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company in order to support the acquisition, exploration and development of mineral properties and to maintain the Company in good standing with the various regulatory authorities. The Company has no debt and is not subject to externally imposed capital requirements.

The properties in which the Company currently has an interest in are in the exploration stage, as such, the Company does not recognize revenue from its exploration properties. The Company’s historical sources of capital have consisted of the sale of equity securities and interest income. In order for the Company to carry out planned exploration and development and pay for administrative costs, the Company will spend its working capital and raise additional amounts externally as needed.

The Company has policies and procedures in place for employee and officer expenditure authorization limits and capital expenditure authorization. Capital expenditures of $1,500,000 or more require approval by the Board of Directors. Management reviews its capital management approach on an ongoing basis and believes this approach, given the size of the Company, is reasonable.

There were no changes in the Company’s management of capital during the year ended March 31, 2011.

102

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 21

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

14. Subsequent event

Stock options exercises

Subsequent to March 31, 2011, the Company received an aggregate of $1,629,173 upon the exercise of 419,200 stock options at a weighted average exercise price of $3.89 per share.

15. Comparative figures

Certain of the 2010 comparative figures have been reclassified to conform to the current year’s presentation.

16. United States generally accepted accounting principles

These consolidated financial statements have been prepared in accordance with Canadian GAAP. A description of US GAAP and practices prescribed by the US Securities and Exchange Commission (collectively US GAAP) that result in material measurement differences from Canadian GAAP are as follows:

(a) Resource properties and deferred exploration costs

Under Canadian GAAP, the Company’s accounting policy is to defer all expenditures related to mineral property exploration and development. Both Canadian and US GAAP require that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. US GAAP requires mineral property exploration and land use costs to be charged to operations as incurred until economically proven and probable mineral reserves have been established and a final feasibility study has been completed. Accordingly, for all periods presented, the Company has expensed all mineral property exploration and land use costs for US GAAP purposes. The costs remaining for US GAAP purposes, if any, relate to mineral property acquisition costs under which the Company acquired an ownership interest in a given mineral property.

For Canadian GAAP, cash flows relating to mineral property exploration and land use costs are reported as investing activities. For US GAAP, these costs would be characterized as operating activities.

(b) Accounting for uncertainty in income taxes

In July 2006, the FASB issued an interpretation of ASC 740 — Income Taxes (“ASC 740”) which addresses the accounting for uncertainty in income taxes. This interpretation clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

The Company is subject to income taxes in Canada and the Republic of Ghana. The tax years of major tax jurisdictions that remain subject to examination as of March 31, 2011 are as follows:

Canada		2004 to 2011
Ghana		2006 to 2011

103

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 22

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

16. United States generally accepted accounting principles (continued)

The Company applies ASC 718-20, a revision to SFAS 123 “Accounting for Stock-Based compensation”. ASC 718-20 requires the Company to recognize in the statement of operations the grant date fair value of share-based compensation awards granted to employees over the requisite service period.

Pursuant to the provisions of ASC 718-20 the Company applied the modified-prospective transition method. Under this method, the fair value provisions of ASC 718-20 are applied to new employee share-based payment awards granted or awards modified, repurchased, or cancelled after January 1, 2006. Measurement and attribution of compensation cost for unvested awards at January 1, 2006, granted prior to the adoption of ASC 718-20 are recognized based upon the provisions of SFAS 123. The cumulative effect of a change in accounting principle to reflect forfeitures for prior periods was determined to be immaterial and not recorded.

The following is a summary for stock options as at March 31:

	2011		2010		2009
Outstanding stock options		6,213,750		2,984,507		3,214,410
Exercisable stock options		3,423,125		2,317,632		2,907,910
Aggregate intrinsic value of options outstanding	$	13,515,367	$	8,510,028	$	3,048,594
Weighted average contractual term	4.04 years		3.03 years		2.64 years

The aggregate intrinsic value represents the difference between the Company’s closing stock price on March 31, 2011 and the exercise price of the award, multiplied by the number of in-the-money options.

(d) Non-controlling interest

The Company applies ASC 810 – Non-controlling interests in Consolidated Financial Statements (“ASC 810). ASC 810 requires losses be attributed to the non-controlling interest even if they exceed its carrying amount and non-controlling interests be classified as a component of equity. Under Canadian GAAP losses are attributed to non-controlling interest up to its carrying amount and non-controlling interest is recognized between liabilities and shareholders equity of the balance sheet.

(e) Adoption of New Accounting Policies

i.	Accounting of Transfers of Financial Assets an amendment of FASB No. 140

In June 2009, FASB issued ASC 860, Accounting of Transfers of Financial Assets an amendment of FASB No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. ASC 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The Board undertook this project to address (1) practices that have developed since the issuance of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, that are not consistent with the original intent and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors.

104

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 23

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

16. United States generally accepted accounting principles (continued)

(e)	Adoption of New Accounting Policies (continued)

i.	Accounting of Transfers of Financial Assets an amendment of FASB No. 140 (continued)

This Statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of the standard did not have a material impact on the Company’s financial statements.

ii. Variable interest entities an Amendment to FASB Interpretation No.46(R)

In June 2009, FASB issued Statement No. 167, Amendment to FASB Interpretation No.46(R). This Statement improves financial reporting by enterprises involved with variable interest entities. The Board undertook this project to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FASB Statement No. 166, Accounting for Transfers of Financial Assets, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This Statement shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of the standard did not have a material impact on the Company’s financial statements.

(f)

As permitted by the Securities Exchange Commission, the Company will not provide reconciliations between local generally accepted accounting principles and US GAAP, following the adoption of IFRS for periods starting on April 1, 2011.

(g)

Reconciliation

The effect of the above measurement differences between Canadian GAAP and US GAAP (including practices prescribed by the SEC) on the consolidated balance sheets and statements of operations, comprehensive loss and deficit and cash flows is summarized as follows:

Reconciliation of losses reported to US GAAP:

	2011			2010			2009
Net loss and comprehensive loss as reported in accordance with Canadian GAAP	$	(12,910,250	)	$	(6,972,686	)	$	(4,176,396	)
Adjustments:
Mineral property exploration costs (note 16(a))		(32,549,443	)		(10,765,183	)		(11,057,807	)
Net loss and comprehensive loss under US GAAP	$	(45,459,693	)	$	(17,737,869	)	$	(15,234,203	)
Less: Loss attributable to non-controlling interest US GAAP (note 16(d))		471,776			-			-
Loss attributable to shareholders US GAAP		(44,987,917	)		-			-
Basic and diluted loss per share under US GAAP	$	(0.91	)	$	(0.47	)	$	(0.54	)

105

KEEGAN RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements, page 24

Years ended March 31, 2011, 2010 and 2009 Expressed in Canadian Dollars

16. United States generally accepted accounting principles (continued)

(g) Reconciliation (continued)

Reconciliation of total assets, liabilities and shareholders’ equity to US GAAP:

	2011			2010

Total assets under Canadian GAAP	$	304,916,074		$	90,533,972
Adjustments:
Mineral property exploration costs (note 16(a))		(70,697,780	)		(38,148,337	)

Total assets under US GAAP	$	234,218,294		$	52,385,635

Total liabilities under Canadian and US GAAP	$	9,838,983		$	1,147,811

Total shareholders’ equity under Canadian GAAP	$	295,077,091		$	89,386,161
Adjustments:
Mineral property exploration costs (note 16(a))		(70,697,780	)		(38,148,337	)
Accumulated deficit attributable to non-controlling interest (note 4(a),16(d))		5,389,036			-
Shareholders’ equity attributable to shareholders under US GAAP		229,768,347			51,237,824
Shareholders’ equity attributable to non-controlling interest under US GAAP (note 16(d))		(5,389,036	)		-
Total shareholders’ equity under US GAAP		224,379,311			51,237,824
Total liabilities and shareholders’ equity under US GAAP	$	234,218,294		$	52,385,635

Reconciliation of consolidated statements of cash flows under US GAAP:

	2011			2010			2009
				Restated (note 2k)			Restated (note 2k)
Cash used in operating activities under Canadian GAAP	$	(3,869,688	)	$	(4,321,460	)	$	(3,070,907	)
Adjustments:
Mineral property exploration costs (note 16(a))		(21,238,903	)		(9,319,015	)		(10,901,528	)

Cash used in operating activities under US GAAP	$	(25,108,591	)	$	(13,640,475	)	$	(13,972,435	)

	2011			2010			2009

Cash used in investing activities under Canadian GAAP	$	(21,983,300	)	$	(9,533,766	)	$	(12,258,320	)
Adjustments:
Mineral property exploration costs (note 16(a))		21,238,903			9,319,015			10,901,528

Cash used in investing activities under US GAAP	$	(744,397	)	$	(214,751	)	$	(1,356,792	)

106

ITEM 19.

EXHIBITS

Exhibit	Description of Exhibit
1.1	Certificate of Incorporation (1)
1.2	Certificate of Name Change (1)
1.3	Articles (1)
1.5	Notice of Alteration (1)
4.1	Asumura Project – Agreement dated February 18, 2005 between the Company and GTE Ventures Limited (1)
4.2	Esaase Project – Agreement dated May 9, 2006 between the Company and Sammetro Co. Ltd. (1)
4.3	Option agreement dated March 27, 2008 with Mt. Olives Goldfields, Ltd. (2)
4.4	Jeni Concession mining lease and exploration rights. (2)
4.5	Dan McCoy Consulting Agreement – Agreement between the Company and Dan McCoy dated January 1, 2005 (1)
4.6	2008 Share Option Plan (3)
8.1	List of Subsidiaries – See Item 4.C.
12.1	302 Certification of Chief Executive Officer
12.2	302 Certification of Chief Financial Officer
13.1	906 Certification of Chief Executive Officer
13.2	906 Certification of Chief Financial Officer
15.1	Letter by BDO Canada LLP - Preferable accounting principle

(1)	Incorporated by reference from our Registration Statement on Form 20-F filed with the SEC on October 17, 2006.

(2) Incorporated by reference from our Annual Report on Form 20-F filed with the SEC on September 30, 2008.

(3) Incorporated by reference from our Annual Report on Form 20-F filed with the SEC on July 1, 2009.

107

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Dated: June 29, 2011	By: “Maurice Tagami”
	Maurice Tagami, President and CEO

108


Mineral Reserve	The terms “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” used in Keegan Resources Inc.’s (“Keegan” or the “Company”) disclosure are Canadian mining terms that are defined in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Best Practice Guidelines for the Estimation of Mineral Resource and Mineral Reserves (the “CIM Standards”), adopted by the CIM Council on November 23, 2003. These definitions differ from the definitions in the United States Securities and Exchange Commission (the “SEC”) Industry Guide 7 under the Securities Act of 1933, as amended (the “Securities Act”). Under Industry Guide 7 standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
Mineral Resource	The terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” used in the Registrant’s disclosure are Canadian mining terms that are defined in accordance with NI 43-101 under the guidelines set out in the CIM Standards; however, these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically mineable.

	Year Ended March 31, 2011	Year Ended March 31, 2010	Year Ended March 31, 2009	Year Ended March 31, 2008	Year Ended March 31, 2007
CANADIAN GAAP
Revenue	Nil	Nil	Nil	Nil	Nil
Expenses	($12,785)	($6,943)	($3,619)	($4,170)	($3,641)
Other Income (Expenses)	($126)	($30)	($557)	($146)	($740)
Loss for the Period	($12,910)	($6,973)	($4,176)	($4,316)	($4,381)
Loss Per Share	($0.26)	($0.18)	($0.15)	($0.17)	($0.28)
Wtg. Avg. Shares (000)	49,178	38,019	28,233	24,605	15,595
Period-End Shares (000)	74,885	45,047	28,505	27,468	22,808
Working Capital	$224,459	$47,995	$2,504	$15,064	$13,907
Resource Properties	$74,843	$41,123	$30,358	$19,105	$7,198
Long-Term Debt	Nil	Nil	Nil	Nil	Nil
Capital Stock	314,408	$104,887	$43,096	$40,489	$25,459
Shareholders’ Equity	$295,077	$89,386	$33,065	$34,293	$21,142
Total Assets	$304,916	$90,534	$33,718	$34,670	$21,494

US GAAP
Net Loss	($44,988)	($17,738)	($15,234)	($14,549)	($9,661)
Loss Per Share	($0.91)	($0.47)	($0.54)	($0.59)	($0.62)
Resource Properties	$4,165	$2,975	$2,975	$2,779	$1,105
Shareholders’ Equity	$224,379	$51,238	$5,682	$17,968	$15,049
Total Assets	$234,218	$52,386	$6,335	$18,344	$15,401

Period	Average	High	Low	Close
Fiscal Year Ended March 31, 2011	$0.93	$1.03	$1.00	$1.02
Fiscal Year Ended March 31, 2010	$1.09	$1.26	$1.01	$1.02
Fiscal Year Ended March 31, 2009	$1.13	$1.30	$0.98	$1.26
Fiscal Year Ended March 31, 2008	$1.03	$1.16	$0.92	$1.03
Fiscal Year Ended March 31, 2007	$1.14	$1.19	$1.10	$1.15

	Dec. 2010	Jan. 2011	Feb. 2011	Mar. 2011	Apr. 2011	May 2011
Average	$1.01	$0.99	$0.99	$0.98	$0.96	$0.97
High	$1.02	$1.00	$1.00	$0.99	$0.97	$0.98
Low	$1.00	$0.99	$0.97	$0.97	$0.96	$0.95
Close	$1.00	$1.00	$0.97	$0.97	$0.95	$0.97

Fiscal Year	Nature of Share Issuance	Number of Shares	Amount
Fiscal 2008	Private Placement, net of share issue costs	3,300,000	$12,358,089
	Exercise of share purchase warrants	1,115,470	$2,033,528
	Exercise of share purchase options	200,000	$184,000
Fiscal 2009	Exercise of share purchase warrants	773,000	$1,982,700
	Exercise of share purchase options	263,905	$242,793
Fiscal 2010	Bought deal share offering, net of share issue costs	8,000,000	$18,059,533
	Brokered private placement, net of share issue costs	7,015,000	$39,003,739
	Exercise of share purchase warrants	162,667	$504,268
	Exercise of share purchase options	1,289,903	$2,301,880
Fiscal 2011	Bought deal share offering, net of share issue costs	28,405,000	$202,184,925
	Exercise of share purchase warrants	237,333	735,732
	Exercise of share purchase options	1,195,132	3,704,178

PART I			1

	ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	1
	ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE	1
	ITEM 3	KEY INFORMATION	1
	ITEM 4	INFORMATION ON THE COMPANY	8
	ITEM 4A	UNRESOLVED STAFF COMMENTS	33
	ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	33
	ITEM 6	DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES	38
	ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	51
	ITEM 8.	FINANCIAL INFORMATION	52
	Esaase Lawsuit		52
	ITEM 9.	THE OFFER AND LISTING	53
	ITEM 10.	ADDITIONAL INFORMATION	58
	ITEM 11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	68
	ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	70

PART II			70

	ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	70
	ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	70
	ITEM 15.	CONTROLS AND PROCEDURES	70
	ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	71
	ITEM 16.B	CODE OF ETHICS	71
	ITEM 16C.	PRINCIPAL ACCOUNTING FEES AND SERVICES	72
	ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	72
	ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY KEEGAN/AFFILIATED PURCHASERS	72
	ITEM 16F.	CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT	72
	ITEM 16G.	CORPORATE GOVERNANCE	72

PART III			73

	ITEM 17.	FINANCIAL STATEMENTS	73
	ITEM 18.	FINANCIAL STATEMENTS	73
	ITEM 19.	EXHIBITS	107

Year	Resource property acquisition costs	Deferred exploration costs	Furniture, equipment and leasehold improvements	Total
2009	$237,161	$10,901,528	$119,631	$11,258,320
2010 2011	$nil $639,220	$9,319,015 $21,238,903	$214,751 $320,843	$9,533,766 $22,198,966

Asumura Gold Property Deferred Costs	Three Months June 30, 2010	Three Months Sept 30, 2010	Three Months Dec 31, 2010	Three Months March 31, 2011	Year March 31, 2011
Camp Operations	$78,450	$42,991	$27,498	$32,836	$181,775
Equipment and Infrastructure Costs	6,936	6,351	9,901	6,241	29,429
Exploration Support Costs	67,278	83,046	89,773	56,090	296,187
Exploration Drilling	140,965	320,910	351,214	209,890	1,022,979
Total for the period:	$293,629	$453,298	$478,386	$305,057	$1,530,370
Beginning balance:	6,391,911	6,685,540	7,138,838	7,617,224	6,391,911
Ending balance:	$6,685,540	$7,138,838	$7,617,224	$7,922,281	$7,922,281

Esaase Gold Property Deferred Costs	Three Months	Three Months	Three Months	Three Months	Year
	30-Jun-10	30-Sep-10	31-Dec-10	31-Mar-11	31-Mar-11
Acquisition Costs	$-	$-	$149,861	$1,020,578	$1,170,439

Asset retirement obligation				5,126,210	5,126,210

Camp operations	132,755	166,457	169,878	157,068	626,158
Development support costs	379,072	266,496	537,049	714,175	1,896,792
Equipment and infrastructure costs	457,788	283,859	306,135	194,255	1,242,037
Exploration support costs	1,030,532	954,109	1,137,147	1,633,108	4,754,896
Exploration drilling	1,180,405	2,333,914	1,272,341	207,158	4,993,818
Engineering studies	219,296	314,962	630,065	870,150	2,034,473
Health, safety and environmental studies	174,589	295,013	192,050	537,900	1,199,552
Technical and In-fill Drilling	671,062	293,077	1,005,373	3,651,870	5,621,382
Stock-based compensation	650,555	450,711	814,139	1,608,350	3,523,755
Total for the period:	$4,896,054	$5,358,598	$6,214,038	$15,720,822	$32,189,512
Beginning balance:	34,731,217	39,627,271	44,985,869	51,199,907	34,731,217
Ending balance:	$39,627,271	$44,985,869	$51,199,907	$66,920,729	$66,920,729