International Gemini Technology Inc.

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit EX-99.1

INTERNATIONAL GEMINI TECHNOLOGY INC.
#208 — 828 Harbourside Drive
North Vancouver, British Columbia V7P 3R9

NOTICE OF THE ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON JUNE 28, 2005

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the shareholders of International Gemini Technology Inc. (the “Corporation”) will be held at #208 — 828 Harbourside Drive, North Vancouver, British Columbia on June 28, 2005 at 2:00 p.m., Vancouver time, for the following purposes:

1. To receive the financial statements for the period ended December 31, 2004 and the auditors’ report thereto;

2. To fix the number of directors of the Corporation to be elected at the meeting at six (6);

3. To elect the board of directors of the Corporation until the next annual meeting of shareholders;

4. To appoint auditors until the next annual meeting of shareholders and to authorize the directors to fix the remuneration to be paid to the auditors;

5. To consider, and if thought fit, to pass an ordinary resolution in the form presented in the information circular accompanying this Notice of Meeting, ratifying the adoption of the Corporation’s new Stock Option Plan;

6. To transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Information relating to the matters to be brought before the meeting is set forth in the information circular which accompanies this Notice of Meeting. Terms not herein defined have the meaning ascribed to them in the said information circular of the Corporation.

DATED at Vancouver, British Columbia this 31st day of May, 2005.

BY ORDER OF THE BOARD OF DIRECTORS

“Douglas E. Ford"
Douglas E. Ford
Director

IMPORTANT

Only holders of common shares of the Corporation of record at the close of business on May 25, 2005 (the “Record Date”) are entitled to notice of and to participate at the Meeting and only such persons or those who become holders of common shares of the Corporation after the Record Date and comply with the provisions of the Business Corporations Act (British Columbia) are entitled to vote at the Meeting. If you are unable to attend in person, kindly fill in, sign and return the enclosed proxy in the envelope provided for that purpose.

Proxies, to be valid, must be deposited at the office of the registrar and transfer agent of the Corporation, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, preceding the Meeting or any adjournment thereof.

INTERNATIONAL GEMINI TECHNOLOGY INC.

#208 — 828 Harbourside Drive

North Vancouver, British Columbia V7P 3R9

INFORMATION CIRCULAR

PURPOSE OF SOLICITATION

This Information Circular is furnished in connection with the solicitation of proxies by the management of International Gemini Technology Inc. (the “Corporation”) for use at the annual and special meeting (the “Meeting”) of shareholders of the Corporation to be held at #208 — 828 Harbourside Drive, North Vancouver, British Columbia on June 28, 2005 at 2:00 p.m., Vancouver time, and at any adjournment thereof for the purposes set out in the accompanying Notice Of Meeting. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors, officers or regular employees of the Corporation. Pursuant to National Instrument 54-101, arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of the common shares (“Common Shares”) of the Corporation. The cost of any such solicitation will be borne by the Corporation.

VOTING OF PROXIES

All Common Shares represented at the Meeting by properly executed proxies will be voted and where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the proxy will be voted in accordance with such specifications. In the absence of any such specifications, the management designees, if named as proxy, will vote in favour of all the matters set out herein.

The enclosed Instrument of Proxy confers discretionary authority upon the management designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. At the date of this Information Circular, the Corporation is not aware of any amendments to, or variations of, or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of the management of the Corporation.

Proxies, to be valid, must be deposited at the office of the registrar and transfer agent of the Corporation, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment thereof.

APPOINTMENT OF PROXY

A shareholder has the right to designate a person (who need not be a shareholder of the Corporation) other than Martin Schultz, Secretary and Director of the Corporation, or failing him, Douglas E. Ford, Director of the Corporation, the management designees, to attend and act for the shareholder at the Meeting. Such right may be exercised by inserting in the blank space provided the name of the person to be designated and deleting therefrom the names of the management designees, or by completing another proper instrument of proxy and, in either case, depositing the instrument of proxy with the registrar and transfer agent of the Corporation, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment thereof.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy.

A shareholder may revoke a proxy by depositing an instrument in writing, executed by the shareholder or his attorney authorized in writing, or, if the shareholder is a corporation, under its corporate seal or signed by a duly authorized officer or attorney for the corporation:

(a) at the offices of the registrar and transfer agent of the Corporation, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or an adjournment of the Meeting at which the proxy is to be used; or

(b) at the registered office of the Corporation, #208 — 828 Harbourside Drive, North Vancouver, BC V7P 3R9, at any time up to and including the last business day preceding the day of the Meeting or an adjournment of the Meeting at which the proxy is to be used; or

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

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

ON VOTING COMMON SHARES

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

Applicable regulatory rules require intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders meetings. Every intermediary and broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communications Services (formerly Independent Investor Communications Corporation) (“ADP”). ADP typically applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the proxy forms to ADP. ADP then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at a meeting. A Beneficial Shareholder receiving a proxy with an ADP sticker on it cannot use that proxy to vote Common Shares directly at the Meeting. The proxy must be returned to ADP well in advance of the Meeting in order to have the Common Shares voted at the Meeting.

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

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The only outstanding securities of the Corporation carrying voting rights are the Common Shares. The Corporation is authorized to issue an unlimited number of Common Shares without nominal or par value, of which, as at the date hereof 8,323,119 Common Shares are issued and outstanding and entitled to vote at the Meeting on the basis of one (1) vote for each Common Share held.

The holders of Common Shares of record at the close of business on the record date, set by the Board of Directors of the Corporation to be May 25, 2005 (the “Record Date”), are entitled to vote such Common Shares at the Meeting, except to the extent that:

(a) such person transfers his or her Common Shares after the Record Date; and

(b) the transferee of those shares produces properly endorsed share certificates or otherwise establishes his or her ownership to the shares and makes a demand to the registrar and transfer agent of the Corporation, not later than 10 days before the Meeting, that his or her name be included on the shareholders list for the Meeting.

The by-laws of the Corporation provide that two (2) persons present and representing, in person or by proxy, not less than ten percent (10%) of the issued shares entitled to vote constitute a quorum for meetings of shareholders of the Corporation.

To the knowledge of the directors and executive officers of the Corporation, no person beneficially owns, directly or indirectly, or controls or directs ten percent (10%) or more of the outstanding Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board of Directors of the Corporation, the only matters to be placed before the Meeting are those matters set forth in the Corporation’s accompanying Notice of Meeting relating to: (i) receipt of the audited financial statements of the Corporation for the periods ended December 31, 2004 and the Auditor’s Report thereto; (ii) the fixing of the number of directors to be elected at the Meeting at six (6) and the election of directors until the next annual meeting of shareholders; (iii) the appointment of auditors; and (iv) the ratification of the Corporation’s new Stock Option Plan (as hereinafter defined).

Election of Directors

There are presently five (5) directors of the Corporation, each of whose term of office shall expire at the termination of the Meeting unless such director is re-elected as a director at the Meeting.

It is proposed that the number of directors to be elected at the Meeting be increased by one and be set at six (6), and that the persons named below will be nominated at the Meeting. It is the intention of the management designees, if named as proxy, to vote for the election of said persons to the board of directors. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if, for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his or her proxy that his or her shares are to be withheld from voting in the election of directors. Each director elected will hold office until the Corporation’s next annual meeting of shareholders or until his successor is duly elected or appointed pursuant to the by-laws of the Corporation.

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


			Number of
	Principal		Common Shares	Options Granted
Name and Municipality	Occupation during	Director	Beneficially Owned	Exercisable/
of Residence ⁽²⁾	the Last Five Years	Since	or Controlled	Unexercisable
Edward Dolejsi Delta, BC Director, President & Chief Executive Officer	President of the Corporation. Independent businessman and President of C3D Solutions Inc. a software reseller.	March, 1990	6,200 Common Shares	nil

Martin Schultz Vancouver, BC Director & Secretary	Secretary of the Corporation. Independent finance and marketing consultant. Principal of Dockside Capital Group Inc., a private merchant banking and venture capital firm.	March, 1990	483,167 Common Shares	nil

Edward D. Ford ⁽¹⁾ Vancouver, BC Director and Vice-President, Finance	Vice-President, Finance of the Corporation. President of Dockside Capital Group Inc., a private merchant banking and venture capital firm.	March, 1990	914,000 Common Shares	nil

Douglas E. Ford ⁽¹⁾ West Vancouver, BC Director	General Manager of Dockside Capital Group Inc., a private merchant banking and venture capital firm from 1987 to present; Vice-President of Operations, Bugaboos Eyewear Corp.	September, 1992	914,000 Common Shares	nil

John Stanton ⁽¹⁾ Sarasota, FL Director	Independent Pharmacy consultant.	November, 1990	55,000 Common Shares	nil

William H. Bird Victoria, BC Nominee Director	Vice President, American Bonanza Gold Corp., President & CEO Medallion Resources Ltd. Vice President & President International Taurus Resources Inc. October 1999 to March 2005, President & CEO Robex Resources May 2004 to January 2005.	Nominee	Nil Common Shares	nil

Notes:
(1) Audit Committee member.
(2) The Corporation does not have an Executive Committee.

Appointment of Auditors

The management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy for the appointment of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants (“DMCHL”), as auditors of the corporation at a remuneration to be fixed by the board of directors. DMCHL are being proposed as Successor Auditor pursuant to paragraph 4.11 of National Instrument 51-102 in replacement of the Predecessor Auditor, Charlton & Company, Chartered Accountants, who have been the auditors of the Corporation since September 1992. See Appendix A for the required Change of Auditor documents.

Ratification of New Stock Option Plan

Shareholders will be asked at the Meeting to vote on a resolution to approve, for the ensuing year, the stock option plan adopted by the board of directors of the Corporation on May 30, 2005 (the “New Plan”), subject to approval of the shareholders of the Corporation and as described below.

The New Plan

The New Plan provides that the board of directors of the Corporation may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation, or any subsidiary of the Corporation, the option to purchase Common Shares. The New Plan provides for a floating maximum number of options equivalent to 10% of the outstanding Common Shares, as permitted by the rules of the applicable regulatory body. Based on 8,323,119 Common Shares currently outstanding, 832,311 Common Shares would be available for issuance under the New Plan.

Under the New Plan, the number of options reserved for any one person may not exceed 5% of the outstanding Common Shares. The Options granted under the New Plan, together with all of the Corporation’s other previously established stock option plans or grants, shall not result at any time in the number of Common Shares reserved for issuance pursuant to Options granted to Insiders exceed 10% of the issued and outstanding Common Shares. The board of directors determines the price per Common Share and the number of options which may be allotted to each director, officer, employee and consultant and all other terms and conditions of the options, subject to the rules of the applicable regulatory body. The price per Common Share set by the directors is subject to minimum pricing restrictions set by the applicable regulatory body and in any event, cannot be less than the “Current Market Price”, which is defined in the New Plan to be the closing trading price per Common Share on the date preceding the date of the computation, or if such Common Shares are not listed on any stock exchange at a price determined by the Board of Directors.

Options may be exercisable for up to ten (10) years from the date of grant, but the board of directors has the discretion to grant options which are exercisable for a shorter period. Options granted under the New Plan do not require vesting provisions, though the board may attach a vesting period or periods to individual grants as it deems fit. Options under the New Plan are non-assignable. If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant, the option shall be limited to the number of Common Shares purchasable by him immediately prior to the time of his cessation of office or employment and he shall have no right to purchase any other Common Shares. Options must expire within 90 days after termination of employment or cessation of position with the Corporation, provided that if the cessation of office, directorship, consulting arrangement or employment was by reason of death or disability, the option must expire within 120 days, subject to an earlier expiry date.

The Board of Directors may at any time, but subject always to the receipt of required regulatory approvals, alter, amend or revise the terms and conditions of the New Plan or of any outstanding options or suspend, discontinue or terminate the New Plan or any portion hereof, all provided that, without the prior written consent of an optionee, no such action shall adversely affect any options previously granted to such optionee (if all regulatory approvals have been obtained and an option agreement has been entered into between the Corporation and the optionee). Specifically, the Board of Directors shall not require the approval of the shareholders of the Corporation for amendments of a “housekeeping” nature; a change to the vesting provisions of the New Plan; a change to the termination provisions of the New Plan which does not entail an extension beyond the original expiry date; and the addition of a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the New Plan reserve. Upon the suspension, discontinuance or termination of the New Plan or any portion hereof, any option granted prior thereto (if all regulatory approvals have been obtained and an option agreement has been entered into between the Corporation and the optionee) shall remain exercisable in accordance with its terms as specified herein and in the option agreement. The full text of the New Plan is attached as Schedule “A” to this Information Circular of the Corporation dated May 31, 2005.

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

“BE IT RESOLVED THAT:

(a) the 10% rolling incentive stock option plan adopted by the Board of Directors of the Corporation on May 30, 2005 as described in the Management Information Circular of the Corporation dated May 31, 2005 and attached thereto as Schedule “A”, be and is hereby ratified and approved for the ensuing year; and

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

The resolution must be approved by a simple majority approval of the votes cast at the meeting by the holders of Common Shares. If the New Plan is not ratified by the shareholders, the Corporation will have to consider other methods of compensating and providing incentives to directors, officers, employees, consultants and other personnel.

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

EQUITY COMPENSATION PLANS

Other than the proposed New Stock Option Plan, details of which are provided above, the Corporation does not have any compensation plans under which equity securities of the Corporation (being Common Shares) are authorized for issuance. The following table sets forth information regarding the Corporation’s equity compensation plan as at May 25, 2005:


			Number of
			securities
			remaining available
			for future issuance
	Number of Common		under equity
	Shares to be issued	Weighted-average	compensation plans
	upon exercise of	exercise price of	(excluding
	outstanding	outstanding	securities
	options, warrants	options, warrants	reflected in column
	and rights	and rights	(a))
Plan Category	(a)	(b)	(c)
Equity compensation plans not approved by securityholders	N/A	N/A	N/A

COMPENSATION OF EXECUTIVE OFFICERS

For the purpose of this section, a “CEO” or “CFO” means each individual who served as Chief Executive Officer or Chief Financial Officer, respectively, of the Corporation or acted in a similar capacity during the most recently completed financial year. A “Named Executive Officer” means each CEO; each CFO; each of the Corporation’s three (3) most highly compensated executive officers other than the CEO and CFO who were serving as executive officers at the end of the most recently completed financial year of the Corporation and whose total salary and bonus exceeds $150,000; and any additional individuals (other than the CEO and CFO) for whom disclosure would have been provided except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year end.

Summary Compensation Table

The following table sets forth detailed compensation information for the Named Executive Officers for the three (3) most recently completed financial years of the Corporation.

Annual Compensation

Long Term Compensation

Awards

Payouts

Common Shares Under

Other Annual

Options or SARs

Compensation⁽¹⁾

Granted⁽²⁾

LTIP

Name and

Year Ended

Salary

Bonus

Shares or Units Subject to

Payouts⁽³⁾

All Other Compensation

Principal Position

December 31

($)

(#)

Resale Restriction ($)

($)

Edward Dolejsi

2004

$Nil

Nil

President and Chief

2003

$Nil

Nil

Executive Officer

2002

$Nil

Nil

Edward Ford

2004

$Nil

Nil

Chief Financial

2003

$Nil

Nil

Officer

2002

$Nil

Nil

2004

$Nil

Nil

Martin Schultz

2003

$Nil

Nil

Secretary

2002

$Nil

Nil

Notes:

(1) The aggregate amount of all prerequisites and other personal benefits, securities or property was less than the lesser of $50,000 and 10% of the total annual salary and bonus of the Named Executive Officer for each financial year.

(2) SARs means stock appreciation rights, being a right granted by the Corporation or any of its securities as compensation for employment services or office to receive cash or an issue or transfer of securities based wholly or in part on changes in the trading price of the Corporation’s publicly traded securities, being the Common Shares.

(3) LTIP means long-term incentive plan, being a plan providing compensation intended to motivate performance over a period greater than one (1) financial year. LTIPs do not include option or SAR plans or plans for compensation through shares or units that are subject to restrictions on resale.

Long-Term Incentive Plans

The Corporation does not have any plan providing compensation intended to motivate performance

Options and Stock Appreciation Rights

No Stock Options or SARs have been granted by the Corporation.

Termination of Employment, Change in Responsibilities and Employment Contracts

The Corporation has no employment contracts.

COMPENSATION OF DIRECTORS

Directors’ Fees

During the financial year ended December 31, 2004 no compensation was paid by the Corporation to directors for acting as directors. However, directors are entitled to be reimbursed for expenses actually incurred by them in their capacity as director.

Other Compensation

Other than as described herein, the Corporation did not pay any other compensation to its directors during the financial year ended December 31, 2004.

MANAGEMENT CONTRACTS

Management functions of the Corporation are performed by the directors and executive officers of the Corporation and are not to any substantial degree performed by any other person.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

No current or former director, executive officer or employee of the Corporation or any of its subsidiaries is indebted to the Corporation or any of its subsidiaries or to any other entity where the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries since the beginning of the last completed financial year ended December 31, 2004.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, the management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of the Corporation’s last financial year or any proposed nominee for election as a director, or any associate or affiliate of any of the foregoing persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors. All of the directors and officers may receive options pursuant to the Stock Option Plan. See “Particulars of Matters to be Acted Upon — Ratification of Stock Option Plan”.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth below regarding the Corporations’ interest in Pinefalls Gold, the management of the Corporation is not aware of any material interest, direct or indirect, of any informed person of the Corporation or any proposed nominee as a director of the Corporation, or any associate or affiliate of any such person in any transaction since the commencement of the Corporation’s most recently completed financial year, or in any proposed transaction, that has materially affected or would materially affect the Corporation or any of its subsidiaries.

Pinefalls Gold

The Corporation has entered into a subscription agreement with Outback Capital Inc. (dba “Pinefalls Gold”) a privately held Alberta corporation. The agreement calls for the Corporation to invest $200,000 into Pinefalls Gold via private placement.

Upon receiving proceeds from its private placement Pinefalls Gold will immediately commence recommended phase one exploration work on its seventeen (17) mining claims in the area of Bissett, Manitoba. The claims are included in the Rice Lake greenstone belt and cover an area of approximately 2800 hectares. The claims are the subject of a Qualifying Report dated June 30, 2004 prepared by Edward Sawitzky, P. Geo. of Arc Metals Ltd. (“Arc”). Arc prepared the report to standards dictated by National Instrument 43-101.

In exchange for its investment, the Corporation will receive 4 million units of Pinefalls Gold. Each unit will consist of one common share and one warrant to purchase an additional common share at $0.075 for two years. Prior to exercising its warrants the Corporation will own approximately 37% of the then outstanding 10.7 million common shares of Pinefalls Gold. Assuming the exercise of the warrants, the Corporation will own approximately 54% of Pinefalls Gold.

Separately, the Corporation has entered into an Option Agreement with one of the principal shareholders of Pinefalls Gold (the “PFG Option”) which entitles the Corporation to acquire a further 3 million common shares of Pinefalls Gold in exchange for one million common shares of the Corporation. The PFG Option is exercisable at the Corporation’s sole discretion until it expires on March 31, 2006.

The Corporation and Pinefalls Gold have entered into these arrangements on a non-arms length basis. The two companies have certain directors and principal shareholders in common. The Corporation’s directors with conflicts of interest have refrained from voting on the relevant resolutions. The Corporation is relying on exemptions 5.5(3)[corporation not listed on specified markets] and 5.7(3)[fair market value not more than $2,500,000] from the formal valuation and minority approval requirements of OSC Rule 61-501 regarding Related Party Transactions.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on the System for Electronic Document Analysis and Retrieval (“SEDAR”) of the Canadian Securities Administrators at www.sedar.com. Financial information regarding the Corporation is provided in the Corporation’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year. Securityholders of the Corporation may contact the Corporation at #208 - 828 Harbourside Drive, North Vancouver, British Columbia, V7P 3R9, Phone: (604) 904-8481 to request copies of the Corporation’s financial statements and management’s discussion and analysis.

GENERAL

All matters referred to herein for approval by the shareholders require a majority of the shareholders voting, in person or by proxy, at the Meeting.

Unless otherwise stated, the information contained herein is given as of the 31st day of May, 2005.

Appendix A

INTERNATIONAL GEMINI TECHNOLOGY INC.
#208 — 828 Harbourside Drive,
North Vancouver, British Columbia V7P 3R9
Telephone: (604) 904-8481 Facsimile: (604) 904-9431

May 30, 2005

British Columbia Securities Commission
Ontario Securities Commission

Office of International Corporate Finance
Securities and Exchange Commission

and
Charlton & Company, Chartered Accountants

and
Dale Matheson Carr-Hilton LaBonte, Chartered Accountants

NOTICE OF CHANGE OF AUDITORS

TAKE NOTICE THAT the auditors of International Gemini Technology Inc. (the “Company”), Charlton & Company, Chartered Accountants (the “Former Auditor”), at the request of the Company, tendered their resignation effective May 27, 2005. Effective on the date of the Former Auditor’s resignation, Dale Matheson Carr-Hilton LaBonte, Chartered Accountants (the “Successor Auditor”), have been appointed as the new auditors of the Company.

TAKE FURTHER NOTICE THAT:

(a) in the opinion of the Company, there were no “reportable events”, as that term is defined in National Instrument 51-102, which occurred during the two most recently completed fiscal years or any period subsequent to the most recently completed fiscal period for which an auditor’s report was issued;

(b) there have been no reservations contained in the Former Auditors’ report on any of the financial statements of the Company for the two most recently completed financial years or for any period subsequent to the most recently completed fiscal period for which an auditor’s report was issued; and

(c) the decision to request the resignation of the Former Auditor and to appoint, as Successor Auditor, Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, effective May 27, 2005, was considered and approved by the directors of the Company.

DATED EFFECTIVE: May 30, 2005.

BY ORDER OF THE BOARD OF DIRECTORS OF
INTERNATIONAL GEMINI TECHNOLOGY INC.

“Martin Schultz”
Secretary

H arlton
Charlton


		CHARTERED ACCOUNTANTS

P.O. B0X 10145, PACIFIC CENTRE

#1620 – 701 WEST GEORGIA STREET

VANCOUVER, BC V7Y 1C6

May 27, 2005

To:	British Columbia Securities Commission

Ontario Securities Commission
Securities and Exchange Commission (USA)

Dear Sirs/Mesdames:

Re: International Gemini Technology Inc. – Change of Auditor

We have read the Notice of Change of Auditors of International Gemini Technology Inc. dated May 30, 2005 and are in agreement with the information contained in such Notice.

Yours truly,

CHARLTON & COMPANY

Per: Signed “Robert Charlton”

cc: International Gemini Technology Inc.

Dale Matheson Carr-Hilton LaBonte, Chartered Accountants

May 31, 2005


British Columbia Securities
Commission		Ontario Securities Commission
PO Box 10142, Pacific Centre		Suite 1903 – 20 Queen Street West

701 West Georgia Street		Toronto, Ontario M5H 3S8

Vancouver, B.C. V7Y 1L2

Office of International Corporate Finance
Securities and Exchange Commission
450 Fifth Street NW, Mail Stop 3-7
Washington, DC 20549

Dear Sirs:


Re:		International Gemini Technology Inc. Notice Pursuant to NI 51-102 — Change of Auditor

As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company’s Notice of Change of Auditor, dated May 30, 2005, and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.

Yours very truly,

“James F. Carr-Hilton”

DALE, MATHESON, CARR-HILTON, LABONTE
Chartered Accountants
Per: James F. Carr-Hilton, C.A.


cc:		Charlton & Company, Chartered Accountants P.O. Box 10145 Suite 1620, 701 West Georgia Street Vancouver, B.C. V7Y 1C6

		International Gemini Technology Inc. #208 – 828 Harbourside Drive North Vancouver, B.C. V7P 3R9

Schedule A

INTERNATIONAL GEMINI TECHNOLOGY INC.

STOCK OPTION PLAN

1. Purpose

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

2. Definitions and Interpretation

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

(a) “Board of Directors” means the Board of Directors of the Corporation;

(b) “Corporation” means International Gemini Technology Inc. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board of Directors or a duly empowered committee appointed by the Board of Directors;

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

(d) “Exchange” means the Canadian Trading and Quotation System Inc.(“CNQ”) or any other stock exchange on which the Share(s) are listed;

(e) “Exchange Policies” means the policies of the Exchange, including those set forth in the Corporate Finance Manual of the Exchange;

(f) “Insider” has the meaning ascribed thereto in Exchange Policies;

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

(h) “Option Period” means the period determined by the Board of Directors during which an Optionee may exercise an Option, not to exceed the maximum period permitted by the Exchange;

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

(j) “Plan” shall mean the Corporation’s incentive stock option plan as embodied herein and as from time to time amended; and

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

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

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

3. Administration

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

4. Eligibility

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

5. Participation

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

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

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

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

6. Share(s) Subject to Options

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

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

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

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

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

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

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

7. Option Agreement

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

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

8. Option Period and Exercise Price

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

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

9. Exercise of Options

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

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

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

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

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

10. Ceasing to be a Director, Officer, Employee or Consultant

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

11. Death of Optionee

In the event of the death of an Optionee, the Option previously granted to him shall be exercisable within one (1) year following the date of the death of the Optionee, or such shorter period as the Stock Option Agreement may provide, or prior to the expiry of the Option Period, whichever is earlier, and then only:

(a) by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution, or by the Optionee’s legal personal representative; and

(b) to the extent that the Optionee was entitled to exercise the Option at the date of the Optionee’s death.

12. Optionee’s Rights Not Transferable

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

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

13. Takeover or Change of Control

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

(a) any disposition of all or substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation with or into any other corporation or of such corporation into the Corporation, or

(b) any change in control of the Corporation,

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

14. Anti-Dilution of the Option

In the event of:

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

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

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

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

15. United States Matters

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

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

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

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

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

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

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

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

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

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

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

16. Costs

The Corporation shall pay all costs of administering the Plan.

17. Termination and Amendment

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

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

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

17. Applicable Law

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

18. Prior Plans

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

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

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

19. Effective Date

This Plan shall become effective as of and from, and the effective date of the Plan shall be, May 30, 2005, subject to all necessary shareholder and regulatory approvals.

INTERNATIONAL GEMINI TECHNOLOGY INC.

INSTRUMENT OF PROXY

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF INTERNATIONAL GEMINI TECHNOLOGY INC. AND WILL BE USED AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 28, 2005.

The undersigned shareholder of International Gemini Technology Inc. (the “Corporation”) hereby nominates, constitutes and appoints Martin Schultz, Secretary and Director of the Corporation, or failing him, Douglas E. Ford, Director of the Corporation, or in the place and stead of the foregoing the true and lawful attorney and proxy of the undersigned to attend, act and vote in respect of all common shares of the Corporation (“Common Shares”) held by the undersigned at the annual and special meeting of the shareholders of the Corporation to be held on June 28, 2005, and at any adjournment or adjournments thereof. All capitalized terms not herein defined shall have the meaning ascribed to them in the accompanying information circular of the Corporation dated May 31, 2005. The undersigned hereby instructs the said proxy to vote the Common Shares represented by this Instrument of Proxy in the following manner:

1. TO VOTE FOR [ ] OR AGAINST [ ]

A resolution fixing the number of directors to be elected at the meeting at six (6).

2. TO VOTE FOR [ ] OR WITHHOLD FROM VOTING [ ]

The election as directors until the next annual meeting of shareholders, the nominees proposed by the management.

3. TO VOTE FOR [ ] OR WITHHOLD FROM VOTING [ ]

The appointment of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, as auditors of the Corporation until the next annual meeting of shareholders and the authorization of the directors to fix their remuneration.

4. TO VOTE FOR [ ] OR AGAINST [ ]

A resolution in the form presented in the information circular accompanying this Instrument of Proxy, ratifying the adoption of the Corporation’s new Stock Option Plan.

5. To vote in the discretion of the proxy nominee on any amendments to or variations of matters identified in the notice of meeting and on any other matters which may properly come before the meeting.

DATED this day of , 2005.

Signature of Shareholder)

(Name of Shareholder — Please Print)

All Common Shares represented at the meeting by properly executed proxies will be voted, and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specifications. IN THE ABSENCE OF ANY SUCH SPECIFICATIONS, THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, WILL VOTE IN FAVOUR OF ALL THE MATTERS SET OUT HEREIN.

If the shareholder is a corporation, the Instrument of Proxy must be under its corporate seal or under the hand of an officer duly authorized in that behalf.

Proxies, to be valid, must be deposited at the office of the registrar and transfer agent of the Corporation, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not less than 48 hours, excluding Saturdays, Sunday and statutory holidays in Alberta, preceding the meeting or an adjournment of the meeting.

A blank space has been provided to date the Instrument of Proxy. If the Instrument of Proxy is undated, it will be deemed to bear the date on which it is mailed by the person making the solicitation.

A SHAREHOLDER HAS THE RIGHT TO DESIGNATE A PERSON (WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION) OTHER THAN MARTIN SCHULTZ AND DOUGLAS E. FORD THE MANAGEMENT DESIGNEES, TO ATTEND AND ACT FOR HIM AT THE MEETING. SUCH RIGHT MAY BE EXERCISED BY INSERTING IN THE BLANK SPACE PROVIDED ABOVE THE NAME OF THE PERSON TO BE DESIGNATED AND DELETING THEREFROM THE NAMES OF THE MANAGEMENT DESIGNEES, OR BY COMPLETION OF ANOTHER PROPER INSTRUMENT OF PROXY.

INTERNATIONAL GEMINI TECHNOLOGY INC.
#208 — 828 Harbourside Drive,
North Vancouver, British Columbia V7P 3R9
Telephone: (604) 904-8481 Facsimile: (604) 904-9431

FINANCIAL STATEMENTS REQUEST FORM

Cusip No. 459 55B 105

National Instruments 51-102 and 54-101 of the Canadian Securities Administrators provide both registered holders and beneficial owners of a company’s securities with the opportunity to elect annually to have their names added to a supplemental mailing list in order to receive a copy of a company’s annual and interim financial statements and the corresponding management discussion and analysis (“MD&A”) of those statements.

If you wish to receive printed copies of these materials for International Gemini Technology Inc. (the “Corporation”), please complete this form and return it to:

INTERNATIONAL GEMINI TECHNOLOGY INC.
#208 — 828 Harbourside Drive
North Vancouver, BC V7P 3R9


c		Please send me ONLY the audited financial statements and the annual MD&A for fiscal 2005.

c		Please send me ONLY the quarterly interim financial statements and corresponding interim MD&A to those financial statements for 2005.

c		Please send me BOTH the audited financial statements for fiscal 2005 and quarterly interim financial statements for 2005 and the corresponding MD&A to those statements.

You will not receive a copy of any financial statements from the Corporation for the ensuing year if you do not complete and return this form.

Copies of the Corporation’s previously issued and current annual and quarterly financial statements and related MD&A are available to shareholders and to the public on the SEDAR website at www.sedar.com.

I confirm that I am a shareholder of the Corporation.


DATED:			2005.

Signature

Name of Registered/Non-Registered Shareholder — Please Print

Address

Postal Code

Phone Number Fax Number

Name and title of person signing if different from above

By providing an E-mail address, you will be deemed to be consenting to the electronic delivery to you at such E-mail address of the above selected financial statements, if delivery by electronic means is allowed by applicable regulatory rules and policies.

E-mail address (optional)

The Corporation will use the information collected solely for the purpose of mailing such financial statements to you and will treat your signature on this form as your consent to the above.

INTERNATIONAL GEMINI TECHNOLOGY INC.

AUDITORS’ REPORT

AND FINANCIAL STATEMENTS

DECEMBER 31, 2004 and 2003

International Gemini Technology Inc.

December 31, 2004

Index

Page


AUDITORS’ REPORT		1
FINANCIAL STATEMENTS
Balance Sheets		2
Statements of Operations and Deficit		3
Statements of Cash Flows	4
Notes to the Financial Statements	5 - 9

H arlton
Charlton

p | 604.683.3277

f | 604.684.8464 Charlton & Company CHARTERED ACCOUNTANTS

P.O. B0X 10145, PACIFIC CENTRE
#1620 – 701 WEST GEORGIA STREET
VANCOUVER, BC V7Y 1C6

AUDITORS’ REPORT

To: The Directors of

International Gemini Technology Inc.

We have audited the balance sheets of International Gemini Technology Inc. as at December 31, 2004 and 2003 and the statements of operations and deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and 2003 and the results of its operations and cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

“Charlton & Company”

CHARTERED ACCOUNTANTS

Vancouver, Canada
April 12, 2005

Page 1

International Gemini Technology Inc.
Balance Sheets
As at December 31,


	2004			2003
ASSETS

Current
Cash	$	1,472		$	1,959
Accounts receivable (Notes 5 and 6)		52,398			1,087
		53,870			3,046
Investment (Note 5)		—			46,024

	$	53,870		$	49,070

LIABILITIES

Current
Accounts payable and accrued liabilities (Notes 5 and 6)	$	56,897		$	12,355

Contingency (Note 1)
SHAREHOLDERS’ EQUITY

Share capital – common (Note 7)		12,660,559			12,660,559
Share capital – preferred (Note 7)		604,724			604,724
Contributed surplus		53,344			53,344
Deficit, per statement		(13,321,654	)		(13,281,912	)

		(3,027	)		36,715

	$	53,870		$	49,070

Approved by the directors:

“Martin Schultz” “Doug Ford”

Director – Martin Schultz Director – Doug Ford

See accompanying notes. Page 2
International Gemini Technology Inc.
Statements of Operations and Deficit
For the Years Ending December 31,


	2004			2003
Revenue (Note 6)	$	20,000		$	3,000

General and administrative (Note 6)		43,718			40,863
Loss on sale of investment (Note 5)		16,024			—

		59,742			40,863

Loss for the year		(39,742	)		(37,863	)
Deficit, beginning of year		(13,281,912	)		(13,244,049	)

Deficit, end of year	$	(13,321,654	)	$	(13,281,912	)

Loss per share	$	(0.003	)	$	(0.004	)

See accompanying notes. Page 3

International Gemini Technology Inc.
Statements of Operations and Deficit
For the Years Ending December 31,


	2004			2003
Cash provided by (used in):
Operating activities
Loss for the year	$	(39,742	)	$	(37,863	)
Loss on sale of investment (Note 5)		16,024			—

		(23,718	)		(37,863	)
Changes in non-cash working capital balances (Note 8)		(6,769	)		39,226

		(30,487	)		1,363
Investing activity
Proceeds from sale of investment		30,000			—

Increase (decrease) during the year		(487	)		1,363
Cash, beginning of year		1,959			596

Cash, end of year	$	1,472		$	1,959

See accompanying notes. Page 4

International Gemini Technology Inc.
Notes to the Financial Statements
December 31, 2004

1. Continuing Operations

The Company’s ability to continue as a going concern is subject to obtaining financing and achieving profitable operations.

2. Significant Accounting Policies

These financial statements have been prepared in accordance with accounting principles generally accepted in Canada.

(a) Stock-based compensation plan

Effective January 1, 2002, the Company adopted the new CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments”, which recommends that fair value-based methodology for measuring compensation costs. The new section also permits, and the Company has adopted the use of the intrinsic value-based method, which recognizes compensation for awards to the employees only when the market price exceeds the exercise price at the date of grant, but requires pro-forma disclosure of earnings and earnings per share as if the fair value method had been adopted.

(b) Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the year. Actual results could differ from these estimates.

The Company follows the liability method of accounting for income taxes whereby future income tax assets and liabilities are computed based on differences between the carrying amount of assets and liabilities on the balance sheet date and their corresponding tax values using the enacted income tax rates at each balance sheet date. Future income tax assets also result from unused loss carry-forwards and other deductions. The valuation of future income tax assets is reviewed annually and adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount.

Page 5

International Gemini Technology Inc.
Notes to the Financial Statements
December 31, 2004

2. Significant Accounting Policies (continued)

(d) Earnings (loss) per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period.

Loss per share is calculated using the weighted-average number of shares outstanding during the year.

(e) Revenue recognition

Revenue is recognized when the requirements as to performance for transactions involving services are met and ultimate collection is reasonably assured at the time of performance.

(f) Impairment of long-lived assets

On January 1, 2004, the Company early adopted the new CICA Handbook Section 3063 “Impairment of Long-Lived Assets” recommendations. These recommendations provide accounting guidance for the recognition, measurement and disclosure of impairment of long-lived assets, including property, plant and equipment and intangible assets with finite useful lives. They require the recognition of an impairment loss for a long-lived asset when events or changes in circumstances causes its carrying value to exceed the total undiscounted future cash flows expected from its use and eventual disposition. The impairment loss is calculated by deducting the fair value of the asset from its carrying value. This change in accounting policy has been applied prospectively. Adoption of CICA 3063 has no effect on these financial statements.

3. Accounting Changes

Effective January 1, 2004, the Company adopted the recommendations of the Canadian Institute of Chartered Accountants (the “CICA for stock-based compensation and other stock-based payments. These recommendations established standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments in exchange for goods and services. In 2004 and prior years, the stock-based compensation expense was recognized when share options were granted to employees and directors. The adoption of this policy has no effect on these financial statements.

Page 6

International Gemini Technology Inc.
Notes to the Financial Statements
December 31, 2004

4. Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, investment, accounts payable and accrued liabilities. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments due to the short term to maturity. The fair value of these financial instruments approximate their carrying values.

The maximum credit risk exposure for all financial assets is the carrying value of these assets.

5. Investment

The investment was recorded at cost and represented a 3% interest in a private company, B.W.N. Oil Technologies Inc.

During the year ended December 31, 2004, the investment was sold to a company with a common director for $30,000 resulting in a loss of $16,024. Included in accounts receivable at December 31, 2004 is the sale amount of $30,000.

6. Related Party Transactions

During the year ended December 31, 2004, a company in which a director has an interest charged the Company $38,000 (2003: $38,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $55,395 (2003: $10,885) is included in accounts payable and accrued liabilities at December 31, 2004.

A Company in which a director has an interest was charged $20,000 (2003: $3,000) for consulting fees during the year ended December 31, 2004. The unpaid portion of these fees in the amount of $20,000 (2003: $Nil) are included in accounts receivable.

See Note 5.

7. Share Capital

a) The authorized capital of the Company comprises 100,000,000 Common shares without par value and 100,000,000 Series 1 Convertible Preferred shares without par value. The rights and restrictions of the Preferred shares are as follows:

i) dividends shall be paid at the discretion of the directors;

ii) the holders of the Preferred shares are not entitled to vote except at meetings of the holders of the Preferred shares, where they are entitled to one vote for each Preferred Share held;

iii) the shares are convertible at any time; and

iv) the number of the Common shares to be received on conversion of the Preferred shares is to be determined by dividing the conversion value of the share, $1 per share, by $0.45.

Page 7

International Gemini Technology Inc.
Notes to the Financial Statements
December 31, 2004

7. Share Capital (continued)

b) i) Common shares


	2004				2003
	Shares		$		Shares		$
Balance, beginning and end of year		8,323,119		12,660,559		8,323,119		12,660,559

ii) Preferred shares


	2004				2003
	Shares		$		Shares		$
Balance, beginning and end of year		604,724		604,724		604,724		604,724

8. Changes in Non-Cash Working Capital Balances Relating to Operations


	2004			2003
Accounts receivable	$	(51,311	)	$	109,479
Accounts payable and accrued liabilities		44,542			(70,253	)
	$	(6,769	)	$	39,226

9. Income Taxes

The Company incurred a loss for the year of $39,742 (2003: $37,863). Future tax benefits which may arise due to this loss has not been recognized in these statements, as its realization is not judged likely to occur.

A reconciliation of income taxes at statutory rates with the reported taxes are as follows:


	2004			2003
	$			$
Loss for the year		39,742			37,863

	$			$
Income tax recovery of statutory rates		14,156			13,479
Unrecognized benefit of capital loss		(5,708	)		—
Unrecognized benefit of non-capital losses		(8,448	)		(13,479	)

	$			$
Total income taxes		—			—

Page 8

International Gemini Technology Inc.
Notes to the Financial Statements
December 31, 2004

9. Income Taxes (continued)

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


	2004			2003
Future income tax assets:
Non-capital losses carried forward	$	42,762		$	34,294
Research and development expenses carried forward		1,220,128			1,220,128
Valuation allowance		(1,262,890	)		(1,254,422	)
	$			$
Future income tax		—			—

The Company has $120,050 in non-capital losses which expire at various dates to the year ended December 31, 2014.

In addition, the Company has accumulated timing differences comprised primarily of research and development expenditures not yet deducted for income tax purposes of $3,427,326.

The related potential income tax benefits with respect to these items have not been recorded in the accounts. Application and expiration of these carryforward balances are subject to relevant provisions of the Income Tax Act, Canada.

10. Subsequent Event

The Company entered into a subscription agreement to invest $200,000 into Outback Capital Inc. (dba “Pinefalls Gold”). Pinefalls Gold is an exploration company with mining claims located in the area of Bissett, Manitoba. The Company will receive 4 million units, each unit comprised of one common share and one warrant to purchase an additional common share at $0.075 for two years. Prior to exercising its warrants the Company will own 37% of the common shares of Pinefalls Gold.

In addition, the Company entered into an option agreement with one of the principal shareholders of Pinefalls Gold which entitles the Company to acquire a further 3 million common shares of Pinefalls Gold in exchange for one million common shares of the Company. The option is exercisable at the Company’s discretion and it expires on March 31, 2006.

The Company has arranged a non-brokered private placement to provide working capital to the Company. The Company will issue up to 2 million units at $0.15 per unit, where each unit consists of one common share and one warrant. Each warrant will entitle the holder to purchase one common share for a period of 24 months at $0.18 per share.

Page 9

INTERNATIONAL GEMINI TECHNOLOGY INC.
#208 – 828 Harbourside Drive
North Vancouver, British Columbia V7P 3R9
Telephone: (604) 904-8481 Facsimile: (604) 904-9431

May 30, 2005


British Columbia Securities Commission PO Box 10142, Pacific Centre 701 West Georgia Street Vancouver, BC V7Y 1L2		Ontario Securities Commission Suite 1903, Box 55 20 Queen Street West Toronto, ON M5H 3S8

Office of International Corporate Finance Securities and Exchange Commission 450 Fifth Street NW, Mail Stop 3-7 Washington, DC 20549

RE: Interim Financial Statements – March 31, 2005

Dear Sirs/Madams:

Enclosed is one copy of the Company’s interim financial statements and supplementary information, the MD & A, and officer certifications for the quarter ended March 31, 2005. The above documents have been distributed to those shareholders on the Company’s Supplemental Mailing List, individuals who have otherwise requested them and will remain available pursuant to subsequent requests.

Yours truly,

INTERNATIONAL GEMINI TECHNOLOGY INC.

“Signed”

Martin Schultz
Secretary

Enclosures

INTERNATIONAL GEMINI TECHNOLOGY INC.

#208 — 828 Harbourside Drive,

North Vancouver, British Columbia V7P 3R9
Telephone: (604) 904-8481 Facsimile: (604) 904-9431

NOTICE

Attached are the unaudited interim financial statements of International Gemini Technology Inc.
(the “Corporation”) for the period ended March 31, 2005. The Corporation’s auditor has not
reviewed the attached financial statements.

INTERNATIONAL GEMINI TECHNOLOGY INC.

“signed”
Douglas E. Ford
Director

May 30, 2005

INTERNATIONAL GEMINI TECHNOLOGY INC.
Consolidated Balance Sheet
Prepared by management (unaudited)


	March 31, 2005			December 31, 2004
ASSETS
Current assets
Cash	$	1,820		$	1,472
Accounts receivable		51,510			52,398
Investments		—			—

	$	53,330		$	53,870

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	63,319		$	56,897

Shareholders’ equity
Share capital - common	$	12,660,559		$	12,660,559
Share capital - preferred		604,724			604,724
Contributed surplus		53,344			53,344
Deficit		(13,328,616	)		(13,321,654	)

		(9,989	)		(3,027	)
	$	53,330		$	53,870

Approved by the Directors:
“Signed”

Martin Schultz
“Signed”

Douglas E. Ford

INTERNATIONAL GEMINI TECHNOLOGY INC.
Consolidated Statement of Income and Deficit
Prepared by management (unaudited)


	Three Months Ended
	March 31, 2005			March 31, 2004

Revenue	$	0		$	0
Interest Income		90			0
Expenses
General and administrative		7,052			5,570

Income (loss) for the period		(6,962	)		(5,570	)

Deficit, beginning of period		13,321,654			13,281,912

Deficit, end of period	$	13,328,616		$	13,287,482

Earnings per share		0			0

Fully diluted earnings per share		0			0

INTERNATIONAL GEMINI TECHNOLOGY INC.
Consolidated Statement of Cash Flow
Prepared by management (unaudited)


	Three Months Ended
	March 31, 2005			March 31, 2004

Operating Activities
Net income for period	$	(6,962	)	$	(5,570	)

Deduct items not involving a current cash receipt
Changes in non-cash working capital balances		7,310			(4,019	)

Net cash increase (decrease) in period		348			(1,551	)

Cash position, beginning of period		1,472			1,959

Cash position, end of period	$	1,820		$	408

INTERNATIONAL GEMINI TECHNOLOGY INC.
Notes to the Financial Statements
March 31, 2005

1. Continuing Operations

The Company’s ability to continue as a going concern is subject to obtaining financing and achieving profitable operations.

2. Significant Accounting Policies

These financial statements have been prepared in accordance with accounting principles generally accepted in Canada, which conform in all material respects with those in the United States.

3. Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values.

4. Related Party Transactions

During the three-month period ended March 31, 2005, a company in which a director has an interest charged the Company $6,000 (2004: $6,000, 2003: $9,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $10,419 (2004: $16,208, 2003: $10,200) is included in accounts payable and accrued liabilities at March 31, 2005.

5. Share Capital

i) dividends shall be paid at the discretion of the directors;

ii) the holders of the Preferred shares are not entitled to vote except at meetings of the holders of the Preferred shares, where they are entitled to one vote for each Preferred Share held;

iii) the shares are convertible at any time; and

iv) the number of the Common shares to be received on conversion of the Preferred shares is to be determined by dividing the conversion value of the share, $1 per share, by $0.45.

INTERNATIONAL GEMINI TECHNOLOGY INC.
Notes to the Financial Statements (cont’d)
March 31, 2005

b) The share capital is as follows:

i) Common shares

March 31, 2005

March 31, 2004

Shares

Balance, end of period

8,323,119

12,660,559

8,323,119

12,660,559

ii) Preferred shares

March 31, 2005

March 31, 2004

Shares

Balance, end of period

604,724

604,724

c) During the period nil common shares were issued and nil preferred shares were issued;
d) Nil stock options are outstanding.
e) Subsequent to the end of the period the Company has has arranged a non-brokered private placement to provide working capital to the Company. Gemini will issue up to 2 million units at $0.15 per unit, where each unit consists of one common share of Gemini (a “Share”) and one transferable share purchase warrant (a “Warrant”). Each warrant will entitle the holder to purchase one common share of Gemini for a term of 24 months, at a price of 18 cents per share. If the common shares of Gemini, at any time after six months after the closing date of the private placement, trade on a recognized stock exchange at a price of $0.50 per share or greater for 10 consecutive trading days, then Gemini can provide notice to the holders of the warrants and the warrants will expire 30 days after the notice is given.

6. Directors & Officers

Edward Dolejsi, President & Director
Edward D. Ford, Vice-President & Director
Martin Schultz, Secretary & Director
John D. Stanton, Director

Douglas E. Ford, Director

INTERNATIONAL GEMINI TECHNOLOGY INC.
#208 — 828 Harbourside Drive,
North Vancouver, British Columbia V7P 3R9
Telephone: (604) 904-8481 Facsimile: (604) 904-9431

THE ATTACHED INTERIM FINANCIAL STATEMENTS FORM AN INTEGRAL PART OF THIS MANAGEMENT DISCUSSION AND ANALYSIS AND ARE HEREBY INCLUDED BY REFERENCE

Management Discussion and Analysis as of May 30, 2005

Management has been pursuing resource projects, including those involving precious metals exploration and development. These pursuits have strained the limited resources of the company. Every effort is being made to conclude a transaction that may return the Corporation to commercial activity.

In April 2005 the Corporation announced that it has entered into a subscription agreement with Outback Capital Inc. (dba “Pinefalls Gold”) a privately held Alberta corporation. The agreement calls for the Corporation to invest $200,000 into Pinefalls Gold via private placement.

To enable Gemini to meet its funding obligations Gemini has arranged a non-brokered private placement to provide working capital to the Company. Gemini will issue up to 2 million units at $0.15 per unit, where each unit consists of one common share of Gemini (a “Share”) and one transferable share purchase warrant (a “Warrant”). Each warrant will entitle the holder to purchase one common share of Gemini for a term of 24 months, at a price of 18 cents per share. If the common shares of Gemini, at any time after six months after the closing date of the private placement, trade on a recognized stock exchange at a price of $0.50 per share or greater for 10 consecutive trading days, then Gemini can provide notice to the holders of the warrants and the warrants will expire 30 days after the notice is given.

Trend Analysis

The business of the Company entails significant risks. Any analysis of the trend of the company’s activities would reveal this. And there is nothing to suggest that these trends will change.

The company’s sole activity is its search for a suitable acquisition or acquisitions that can be made and financed at prices and terms that make business sense. Recently this has focused on the resource sector. Resource prices are at medium term to long-term highs, a condition that increases potential acquisition costs, and increases the corresponding risk. The same factors have reduced the supply of high quality opportunities.

World economic conditions, including the trade and budget deficits in the United States, have made the case for precious metals a compelling one. This, combined with the availability of capital for precious metals projects has expanded the acquisition search to include precious metals exploration and development opportunities.

A different set of circumstances has driven oil and gas prices to near world record prices. The greater industrialization of China and India, combined with the emergence of a significant affluent middle class in both countries combine with other factors to increase world demand for petroleum products. This increased demand appears to be permanent, although the price level also combines real or perceived worldwide product shortages, or supply dislocations. Any significant increase in supply will tend to moderate prices.

The company has regularly been behind major trends and as a result missed them.


Selected Financial Data [Annual]
(Expressed in Canadian Dollars)
	12 Months ended December 31
	2004			2003			2002
Net Operating Revenues	$	20,000			3,000			22,000
Net income (loss)	$	(39,742	)		(37,863	)		(35,443	)
Income per share from continued operations	$	0			0			0
Share capital per Canadian GAAP	$	13,265,283			13,265,283			13,265,283
Common shares issued		8,323,119			8,323,119			8,323,119
Weighted average shares outstanding per Canadian GAAP		9,666,848			9,666,848			9,666,848
Total Assets	$	53,870			49,070			157,186
Net Assets (liabilities)	$	(3,027	)		36,715			74,578
Cash Dividends Declared per Common Shares	$	0			0			0
Exchange Rates (Cdn$ to U.S.$) Period Average	$	0.7683			0.7135			0.6368

Overview

The company‘s sole focus is on finding and completing a suitable acquisition, or suitable acquisitions. This activity is largely carried out by the directors and large shareholders at their expense. Accordingly its revenue is insignificant and certainly not material. Results can fluctuate on the basis of postal rate increases, or reductions in courier or long distance phone rates.

Results of Operations

The company has shown modest losses for the past several years. These losses result largely from having no revenue, rather than having unusual expenses. The expenses of the company are almost completely related to satisfying regulatory requirements, including the annual meeting, communication with shareholders; and seeking and evaluating acquisition prospects for suitability and ability to attract financing.

Fluctuations in Results

The Company’s annual operating results fluctuate, but very little.

Liquidity and Capital Resources

Since the Company is organized in Canada, the Company’s March 31, 2005 consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles.

As at March 31, 2005, the Company had accumulated losses totaling $13,328,616. The Company had a working capital deficit of $9,989 as at March 31, 2005. The continuation of the Company is dependent upon the continued financial support of shareholders as well as obtaining long-term financing when the company concludes an appropriate merger or acquisition agreement.

As noted, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might arise from uncertainty. However, had the audit been conducted in accordance with U.S. generally accepted auditing standards the auditors would have reflected these concerns in their report and would have included an explanatory paragraph in their report raising concern about the Company’s ability to continue as a going concern.

As at March 31, 2005 the Company had cash and term deposits of $1,820 and a working capital deficit of $9,989.


Selected Financial Data [Quarterly - unaudited]
(Expressed in Canadian Dollars)
								Quarter Ended
		3/31/2005		12/31/2004		9/30/2004			6/30/2004		3/31/2004		12/31/2003		9/30/2003		6/30/2003
Net Operating Revenues	$	0		20,000		0			0		0		0		3,000		0
Net income (loss)	$	(6,962	)	(18,443	)	(8,262	)		(7,467	)	(5,570	)	(10,512	)	(8,797	)	(9,534	)
Income per share from continued operations	$	0		0		0			0		0		0		0		0
Share capital per Canadian GAAP	$	13,265,283		13,265,283		13,265,283			13,265,283		13,265,283		13,265,283		13,265,283		13,265,283
Common shares issued		8,323,119		8,323,119		8,323,119			8,323,119		8,323,119		8,323,119		8,323,119		8,323,119
Weighted average shares outstanding per Canadian GAAP		9,666,848		9,666,848		9,666,848			9,666,848		9,666,848		9,666,848		9,666,848		9,666,848
Total Assets	$	53,330		53,870		46,402			48,257		46,432		49,070		84,042		160,457
Net Assets (liabilities)	$	(9,989	)	(3,027	)	15,414			23,677		31,145		36,715		47,230		56,027
Cash Dividends Declared per Common Shares	$	0		0		0			0		0		0		0		0

Additional Disclosure for Venture Issuers Without Significant Revenue

The Company Has No Viable Business.

There is no assurance that the transaction disclosed above with Pinefalls Gold will be consumated, or if consumated will be successful in its quest to find a commercially viable quantity of mineral resources

The Company Has No Funds.

There Is No Assurance That The Company Can Access Additional Capital.

The Company Has A History Of Operating Losses And May Have Operating Losses And A Negative Cash Flow In the Future.

The Company’s Auditors Have Indicated That U.S. Reporting Standards Would Require Them To Raise A Concern About The Company’s Ability To Continue As A Going Concern.

There Is No Market For Our Common Shares

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Table of Contractual Obligations

No contractual arrangements exist.

Critical Accounting Estimates

There are no critical accounting estimates.

Changes in Accounting Policies

There have been no changes in accounting policies.

Form 52-109F2 — Certification of Interim Filings

I, Martin Schultz director and Secretary — certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of International Gemini Technology Inc., (the issuer) for the interim period ending March 31, 2005;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: May 30, 2005

signed

Martin Schultz
Director & Secretary

Form 52-109F2 — Certification of Interim Filings

I, Edward D. Ford director and Vice President, Finance — certify that:

Date: May 31, 2005

signed

Edward D. Ford
Director & Vice President, Finance

International Gemini Technology Inc. ———————————————————————————————————
(Translation of registrant’s name into English)

British Columbia ———————————————————————————————————
(Jurisdiction of incorporation or organization)

Suite 208 828 Harbourside Drive North Vancouver, BC V7P 3R9
——————————————————————————————————— (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [x] Yes [ ] No

Exhibit No.		Description

99.1		Notice of Meeting
99.11		Management Information Circular
99.12		Appendix A to Info Circular - Notice of Change of Auditors
99.13		Appendix A to Info Circular - Former Auditor Letter
99.14		Appendix A to Info Circular - Successor Auditor Letter
99.15		Schedule A to Info Circular - Stock Option Plan
99.16		Proxy
99.17		Financial Statements Request Form
99.18		December 31, 2004 Audited Financial Statements
99.3		Cover Letter 3-31-05 Interim FS
99.31		3-31-05 Interim Financial Statements
99.32		Management's Discussion and Analysis 3-31-05 FS
99.33		Certification of Interim Filing - Secretary
99.34		Certification of Interim Filing - Acting CFO

		International Gemini Technology Inc.

Date: June 2, 2005	By:	Douglas E. Ford
	Name:	Douglas E. Ford
	Title:	Director