6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934 June 4, 2007 Commission File Number: 000-14740

Widescope Resources 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:  [] Yes    [x] No

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 

On June 4, 2007 Widescope Resources Inc. has distributed
Exhibits 99.1 to 99.7 [inclusive] to the applicable Canadian securities
regulators and to registered shareholders and non-objecting beneficial
shareholders in advance of the scheduled June 28, 2007 Annual General
Meeting of shareholders. The Exhibits contain the required disclosure for
the meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Widescope Resources Inc.
Date: June 8, 2007	By:	Douglas E. Ford
	Name:	Douglas E. Ford
	Title:	Director

EXHIBIT INDEX

Exhibit No.	Description
99.1	Notice of Meeting
99.2	Management Information Circular
99.3	Proxy
99.4	Supplemental Reply Card
99.5	Cover Letter to Shareholders
99.6	12-31-2006 Financial Statements
99.7	MD&A to 12-31-2006 Financial Statements

EX-99.1 2 exhibit1.htm EX-99.1

WIDESCOPE RESOURCES INC.

NOTICE OF THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON JUNE 28, 2007

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of the shareholders of Widescope Resources Inc. (the “Corporation”) will be held at #208 — 828 Harbourside Drive, North Vancouver, British Columbia on June 28, 2007 at 2:00 p.m., Vancouver time, for the following purposes:

1. To receive the financial statements for the period ended December 31, 2006 and the auditors’ report thereon;

2. To fix the number of directors of the Corporation to be elected at the meeting at five (5);

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 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 management information circular which accompanies this Notice of Meeting. Terms not herein defined have the meaning ascribed to them in the said management information circular of the Corporation.

DATED at Vancouver, British Columbia this 29^th day of May, 2007.

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 29, 2007 (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, preceding the Meeting or any adjournment thereof.

WIDESCOPE RESOURCES INC.
#208 — 828 Harbourside Drive
North Vancouver, British Columbia, V7P 3R9

MANAGEMENT INFORMATION CIRCULAR

PURPOSE OF SOLICITATION

This Management Information Circular is furnished in connection with the solicitation of proxies by the management of Widescope Resources Inc. (the “Corporation”) for use at the annual general meeting (the “Meeting”) of shareholders of the Corporation to be held at #208 — 828 Harbourside Drive, North Vancouver, British Columbia on June 28, 2007 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 Management 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

(c) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof.

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 Broadridge Financial Solutions, Inc. (formerly ADP Investor Communications Corporation) (“Broadridge”). Broadridge 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 Broadridge. Broadridge 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 Broadridge sticker on it cannot use that proxy to vote Common Shares directly at the Meeting. The proxy must be returned to Broadridge 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 10,883,452 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 (the “Board”) to be May 29, 2007 (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 officers of the Corporation, as of the date hereof, the only persons who beneficially own, directly or indirectly, Common Shares carrying more than 10% of the voting rights of the outstanding Common Shares are as follows:

				Percentage of Class
Name and		Number of Common		Currently
Municipality of Residence	Type of Ownership	Shares Currently Owned		Outstanding
Edward D. Ford Vancouver, B. C.	Direct		1,914,000		17.5	%

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, 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, 2006 and the Auditor’s Report thereon; (ii) the fixing of the number of directors to be elected at the Meeting at five (5) and the election of directors until the next annual meeting of shareholders; and (iii) the appointment of auditors.

I. FINANCIAL STATEMENTS

At the Meeting, shareholders will receive and consider the audited financial statements of the Corporation for the most recently completed financial year ended December 31, 2006, together with the auditors’ report thereon.

II. 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 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
Name of Proposed	Occupation		Beneficially Owned	Options Granted
Nominees and Municipality	During the	Director	or	Exercisable/
of Residence (2)	Last Five Years	Since	Controlled	Unexercisable
Edward Dolejsi Delta, B.C., Director, President & Chief Executive Officer	President of the Corporation. Independent businessman and President of C3D Solutions Inc. a software reseller.	March, 1990	6,200	Nil
Martin Schultz Vancouver, B.C. 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	Nil
Edward D. Ford (1) Vancouver, B.C. 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	1,914,000	Nil
Douglas E. Ford (1) West Vancouver, B.C. Director	General Manager of Dockside Capital Group Inc., a private merchant banking and venture capital firm from 1987 to present.	September, 1992	914,000	Nil
John Stanton (1) Sarasota, Florida, U.S.A. Director	Independent pharmacy consultant.	November, 1990	55,000	Nil

Notes:

(1) Audit Committee member.

(2) The Corporation does not have an Executive Committee.

As at the date hereof, the directors and officers of the Corporation, as a group, own a control, directly or indirectly, 3,372,367 Common Shares or approximately 31% of the issued and outstanding Common Shares.

III. APPOINTMENT OF AUDITORS

The management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy for the reappointment of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants (“DMCL”), as auditors of the corporation at a remuneration to be fixed by the board of directors. DMCL were initially appointed auditors of the Corporation at the Annual and Special Meeting of Shareholders held on June 28, 2005.

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

2006

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

President and Chief

2007

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Executive Officer

2008

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Edward Ford

2006

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Chief Financial

2005

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Officer

2004

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

2006

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Martin Schultz

2005

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Secretary

2004

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Notes:

(1) The aggregate amount of all perquisites 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.

EQUITY COMPENSATION PLANS

Other than the Corporation’s existing Stock Option Plan which was ratified at the June 28, 2005 Annual and Special Meeting of Shareholders, the Corporation does not have any compensation plans under which equity securities of the Corporation (being Common Shares) are authorized for issuance. Currently, no options to purchase Common Shares of the Corporation have been granted pursuant to the Stock Option Plan. Under the Stock Option Plan, 1,088,345 Common Shares are available for issuance under the Stock Option Plan.

					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 approved by securityholders, being the Plan	Nil		$Nil			1,088,345
Equity compensation plans not approved by securityholders		N/A		N/A		N/A
Total

Long-Term Incentive Plans

Other then the Stock Option Plan, the Corporation does not have any plans which provide 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, 2006 no compensation was paid by the Corporation to directors for acting as directors. However, directors are entitled to be reimbursed for expenses 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, 2006.

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 at any time during the twelve-month period ended December 31, 2006.

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.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Information Circular, 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.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

General

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the “CSA”) have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”), which prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below.

Composition of the Board of Directors

The Board is currently composed of the following five directors: Edward Dolejsi, Edward Ford, Martin Schultz, John Stanton and Douglas Ford, all of whom will be presented for election at the Meeting.

Should all five individuals presented for election at the Meeting be elected, two of the five members of the Board (being Messrs. Douglas Ford, and John Stanton) will be “independent” directors for the purposes of NI 58-101. An independent director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgment with respect to the Corporation. Mr. Dolejsi, President and Chief Executive Officer of the Corporation; Mr. Edward Ford, Vice President, Finance of the Corporation and Mr. Martin Schultz Secretary of the Corporation do not qualify as independent directors.

There are no special structures or processes in place to facilitate the functioning of the Board independently of the Corporation’s management. However, the independent directors are given full access to management so that they may express their own views and communicate their expectations of the management.

The Board does not make formal assessments of the Board, its committees and individual directors, however, the Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

The Board believes that given Mr. Schultz’s detailed knowledge of the Corporation’s operations and his many years of experience in the finance industry, he is the most appropriate individual to set the agenda for meetings of the Board, to ensure that adequate information is provided to the Board and to chair the meetings. Individual directors are also able to submit particular matters for inclusion on the agenda at the Board meetings.

Mandate of the Board of Directors

The Board of Directors is responsible for the stewardship of the Corporation through consultation with the management of the Corporation. Any responsibility which is not delegated to management or to a committee of the Board remains with the Board. Frequency of Board meetings as well as the nature of agenda items change depending on the state of the Corporation’s affairs and in light of opportunities or risks which the Corporation faces. Board members are in frequent contact with one another and Board meetings were held as deemed necessary during 2006.

The Board of Directors met two times during 2006. Each director attended all meetings.

Directorships

Certain directors or nominee director of the Corporation are also members of the boards of directors of other reporting issuers (or the equivalent) as set out below:

Director	Reporting Issuer(s)
Douglas E. Ford	Valcent Products Inc. and Rockgate Capital Corp.
Martin Schultz	N/A
Edward Dolejsi	N/A
John Stanton	N/A
Edward Ford	N/A

Orientation and Continuing Education

The Corporation has not adopted a formal orientation and education program for new directors. The Board believes that adoption of a formal program is not presently warranted given the size of the Corporation and the low turnover in Board membership. However, all new directors are provided with background information on the Corporation, including an overview of its operations and are provided with the opportunity to meet with management of the Corporation and with other members of the Board to discuss the Corporation’s affairs.

Ethical Business Conduct

The Corporation has not adopted a formal Code of Conduct for its directors, officers and employees, however, the Corporation strives to promote honest and ethical conduct, the avoidance of conflicts of interest, full, fair, accurate and timely public disclosure and compliance with applicable laws. In the case of non-arm’s length transactions or other circumstances where a member or members of the Board may have or appear to have a conflict of interest with the Corporation, prudent corporate practice dictates that the interested member(s) refrain from voting on the issue and if necessary, a committee of independent directors may be struck to review and make recommendations with respect to the proposed transaction.

Nomination of Directors

The Board has not appointed a committee of directors to be responsible for proposing to the Board new nominees for directors of the Corporation. The Board does not consider that a nominating committee is currently necessary given the stage of development of the Corporation, the low turnover of the Board membership and that two out of five directors of the Corporation are independent. When new directors are being considered for addition to the Board, the entire Board acts as an ad hoc nominating committee. All members of the Board are canvassed for suggestions on possible candidates and the appropriate skill sets required. Nominees are reviewed and must be approved by the Board as a whole.

Compensation

The Board has not appointed a committee of directors to be responsible for determining the compensation for the Corporation’s directors and officers. The Board does not consider that a compensation committee is currently necessary given the stage of development of the Corporation, the low turnover of the Board membership and that two out of five directors of the Corporation are independent. Compensation of the directors and officers is based upon industry standards and the Corporation’s present stage of development.

When new directors or officers are being considered for addition to the Board or management, the entire Board acts as an ad hoc nominating committee. All members of the Board are canvassed for suggestions on possible candidates and the appropriate skill sets required. Nominees are reviewed and must be approved by the Board as a whole.

Committees of the Board of Directors

Currently, the only committee of the Board of Directors is the Audit Committee.

Assessment of Directors, the Board and Board Committees

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

Audit Committee

Charter

The Board of Directors adopted an audit committee charter on May 2, 2006.

Composition of the Audit Committee

Douglas Ford (Chairman), John Stanton and Edward Ford are members of the Audit Committee, each of
whom is financially literate and other than Edward Ford, are independent for the purposes of NI 58-101.

Mr. Douglas Ford has been a member of audit committees of both Canadian and American corporations since 1987. He has been actively involved in the venture capital and merchant banking business for nearly twenty years. He obtained a BA (Political Science) degree from the University of British Columbia in 1986.

Mr. John Stanton graduated as a Pharmacist from Albany College of Pharmacy in New York state in 1969. Since that time he has worked as a Pharmacist as an owner and an independent pharmacy consultant.

Mr. Edward Ford has been a member of audit committees of both Canadian and American corporations since 1987. Mr. Ford has been president of Dockside Capital Group and has been actively involved in the venture capital and merchant banking business since 1986. He obtained a Chartered Accountant designation in 1961 and was a partner in a CA firm for 30 years. He obtained a Commerce Degree from the University of Manitoba in 1960.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

The following table provides information about the fees billed to the Corporation for professional services rendered by Dale Matheson Carr-Hilton LaBonte, Chartered Accountants during fiscal 2005 and 2006.

	2006		2005
Audit Fees(1)	$	13,000	$	9,000
Audit-Related Fees	$	0	$	0
Tax Fees(2)	$	0	$	0
All other Fees(3)	$	0	$	0
Total:	$	13,000	$	9,000

Notes:

(1) Audit fees for professional services rendered by Dale Matheson Carr-Hilton La Bonte, Chartered Accountants for the audit of the Corporation’s annual consolidated financial statements as well as services provided in connection with statutory and regulatory filings.

(2) Tax fee for tax compliance, tax advice and tax planning.

(3) All other fees related to limited procedures performed by the Corporation’s auditors related to interim reports.

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.

The contents and sending of this Information Circular have been approved by the Board.

Unless otherwise stated, the information contained herein is given as of the 29^th day of May, 2007.

COMPUTERSHARE
9^th Floor, 100 University Avenue
Toronto, Canada M5J 2Y1
www.computershare.com

WIDESCOPE RESOURCES INC.

Security Class

Holder Account Number

Form of Proxy — Annual and Special Meeting to be held on June 28, 2007

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 5:00 pm, Eastern Time, on June 26, 2007.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com

If you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

Appointment of Proxyholder

The undersigned shareholder (“Registered Shareholder”) of Widescope Resources Inc. (the “Company”) hereby appoint(s): Martin Schultz, a Director of the Company, or failing this person, Douglas Ford, a Director of the Company,
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
     

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of Widescope Resources Inc. to be held at North Vancouver, BC on June 28, 2007 at
2:00 PM (Pacific Time) and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Determine the Number of Directors
To determine the number of Directors at five (5).

For            Withhold

[ ] [ ]

2. Election of Directors
Management recommends that you vote FOR all of the nominees listed below: Edward Dolejsi, Edward Ford, John Stanton, Martin Schultz and Douglas Ford.
Vote FOR or WITHHOLD for all nominees proposed by Management

For            Withhold

[ ] [ ]

3. Appointment of Auditors
Appointment of Dale Matheson Carr-Hilton Labonte, Chartered Accountants as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

For            Withhold

[ ] [ ]

Authorized Signature(s) — This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

     
Signature(s) Date

Annual Report
Mark this box if you would like to receive the Annual Report and accompanying Management’s Discussion and Analysis by mail.
[ ]

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

WIDESCOPE RESOURCES INC.

FINANCIAL STATEMENTS REQUEST FORM

Cusip No. 96759N 100

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 Widescope Resources Inc. (the “Corporation”), please complete this form and return it to:

Widescope Resources 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 2006.
c	Please send me ONLY the quarterly interim financial statements and corresponding interim MD&A to those financial statements for 2007.
c	Please send me BOTH the audited financial statements for fiscal 2007 and quarterly interim financial statements for 2007 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:	2007.
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. .

WIDESCOPE RESOURCES INC.

May 29, 2007

Dear Fellow Shareholders:

Please see the attached information regarding the Annual General Meeting of shareholders to be held June 28, 2007. I urge you to complete the attached proxy/voting instructions and to complete the attached yellow response card so that we may update our database with all of your current contact information.

As I am sure all of you know the common shares of the company, Widescope Resources Inc., new name and all, have resumed trading [OTCbb symbol: “WSCRF”]. It all happened just before Christmas, so consider it a Christmas present. After nearly seventeen years of no trading, the directors are pleased to report that some liquidity has returned for your common shares.

Exploration on the Pinefalls Gold property held by our 65% owned subsidiary, Outback Capital Inc., is ongoing. For the current year we have been somewhat stymied by the world shortage of qualified geologists who remain in high demand due to the increased activity in exploration. We hope to have the situation resolved soon so that we can assemble a team to return to the Rice Lake Gold Camp to resume active on-the-ground prospecting, trenching, sampling and geological study.

Additionally management has stepped-up its efforts in pursuing additional opportunities. Several have been reviewed, but none have yet been concluded. There are lots of possibilities, however so far none that we have been offered seemed to make any sense. Others are in the early stages of review, as this is being written. Review takes a little longer than we would like, as we are both unwilling and unable to commit any significant funds to due diligence; particularly during the initial review.

The return to trading had the unintended effect of accelerating management’s search for additional opportunities. More on this as it unfolds, hopefully sooner, rather than later.

Please do contact us by e-mail at pinefallsgold@telus.net or by phone so that we can keep you up to date on our progress.

Sincerely,

WIDESCOPE RESOURCES INC.

“Signed”

Martin Schultz
Secretary

AUDITORS’ REPORT

To the Shareholders of Widescope Resources Inc.:

We have audited the consolidated balance sheets of Widescope Resources Inc. (formerly International Gemini Technology Inc.) as at December 31, 2006 and 2005 and the consolidated 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 consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2006 and 2005 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

“DMCL”

DALE MATHESON CARR-HILTON LABONTE LLP
Chartered Accountants

April 27, 2007
Vancouver, B.C

WIDESCOPE RESOURCES INC.
(Formerly International Gemini Technology Inc.)
Consolidated Balance Sheets

	December 31, 2006			December 31, 2005
ASSETS
Current assets
Cash	$	105,504		$	128,126
Accounts receivable		3,524			312
		109,028			128,438
Mineral properties (Note 3)		333,158			—
Equipment, net of amortization (Note 3)		1,579			-
Investment (Note 3)		—			90,000
	$	443,765		$	218,438
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	77,426		$	42,219
Non-controlling interest (Note 3)		77,267			-
Shareholders’ equity
Share capital – preferred (Note 5)		604,724			604,724
Share capital - common (Note 5)		13,044,609			12,894,609
Contributed surplus (Note 5)		53,344			53,344
Deficit		(13,413,605	)		(13,376,458	)
		289,072			176,219
	$	443,765		$	218,438
Approved by the Board:
Martin Schultz
Douglas E. Ford

The accompanying notes are an integral part of these consolidated financial statements.

WIDESCOPE RESOURCES INC.
(Formerly International Gemini Technology Inc.)
Consolidated Statements of Operations and Deficit

	Years Ended December 31
	2006			2005
Revenue
Interest income	$	689		$	—
Management fees (Note 4)		9,000			—
		9,689			—
Expenses
General and administrative		51,311			54,804
Loss from operations		(41,622	)		(54,804	)
Non-controlling interest (Note 3)		4,475			-
Net loss		(37,147	)		(54,804	)
Deficit, beginning of year		(13,376,458	)		(13,321,654	)
Deficit, end of year	$	(13,413,605	)	$	(13,376,458	)
Earnings per share – basic and diluted	$	-		$	-
Weighted average number of common shares outstanding		10,383,452			9,084,049

The accompanying notes are an integral part of these consolidated financial statements.

WIDESCOPE RESOURCES INC.
(Formerly International Gemini Technology Inc.)
Consolidated Statements of Cash Flow

	Years Ended December 31
	2006			2005
Operating Activities
Net loss	$	(37,147	)	$	(54,804	)
Non cash Items:
Non-controlling interest in loss		(4,475	)		—
Net change in working capital items:
Accounts receivable		(3,920	)		22,086
Accounts payable and accrued liabilities		20,664			(14,678	)
Cash used in operations		(24,878	)		(47,396	)
Investing Activities
Cash acquired on acquisition of PFG, net
of amounts (invested)		16,108			(90,000	)
Mineral property development costs		(13,852	)		—
BWN sale proceeds		—			30,000
Cash from (used in) investing activities		2,256			(60,000	)
Financing Activities
Proceeds from sale of common shares		—			234,050
Cash from financing activities		—			234,050
Net increase (decrease) in cash		(22,622	)		126,654
Cash position, beginning of year		128,126			1,472
Cash position, end of year	$	105,504		$	128,126
Supplemental Cash Flow Information:
Cash paid for interest	$	-			—
Cash paid for income taxes	$	-			—

The accompanying notes are an integral part of these consolidated financial statements.

1. Nature and Continuance of Operations

The Company’s principal business activities include the exploration of natural resource properties. The Company has acquired, directly and by way of the acquisition of Outback Capital Inc. (Note 3), interests in various mineral claims in Manitoba providing the right to explore. The financial statements have been prepared under the assumption the Company is a going concern. The Company had working capital of $31,602 at December 31, 2006 but has incurred substantial losses to date. The Company will require additional funding to meet its obligations and the costs of its operations.

Effective July 12, 2006 and pursuant to shareholder approval, the Company changed its name from International Gemini Technology Inc. to Widescope Resources Inc.

The Company’s future capital requirements will depend on many factors, including costs of exploration and development of the properties, production, if warranted, and competition and global market conditions. The Company’s potential recurring operating losses and growing working capital needs may require that it obtain additional capital to operate its business. Such outside capital will include the sale of additional common shares. There can be no assurance that capital will be available as necessary to meet these continuing exploration and development costs or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current shareholders.

The Company is dependent upon the discovery of economically recoverable reserves, to obtain necessary financing to complete the development of its properties, and future production or proceeds from the disposition thereof. The financial statements have been prepared under the assumption the Company is a going concern. The ability of the Company to continue operations as a going concern is ultimately dependent upon attaining profitable operations from an ore body. To date, the Company has not generated profitable operations from its resource operations and will need to invest additional funds in carrying out its planned exploration, development and operational activities. As a result, more losses are anticipated prior to obtaining a level of profitable operations.

2. Significant Accounting Policies

Basis of consolidation
These financial statements have been prepared on a consolidated basis and include the accounts of the Company and its 65.42% owned subsidiary, Outback Capital Inc. effective June 30, 2006 (date of acquisition). All intercompany balances and transactions have been eliminated on consolidation.

Mineral properties
The cost of mineral properties and related exploration and development costs are deferred until the properties are placed into production, sold, abandoned or management has determined there to be impairment. These costs will be amortized over the useful life of the properties following the commencement of commercial production or written off if the properties are sold, allowed to lapse, or abandoned. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. It is reasonably possible that economically recoverable reserves may not be discovered and accordingly a material portion of the carrying value of mineral properties and related deferred exploration costs could be written off. Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected title defects.

Note 2 – Significant Accounting Policies cont’d

Estimates, assumptions and measurement uncertainty
The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Areas requiring significant use of estimates by management relate to determining the carrying value of mineral properties, estimated useful life of equipment and taxes rates to calculate future income taxes.

Financial instruments
The fair value of the Company’s cash, accounts receivable, accounts payable and accrued liabilities, and due to related parties were determined by management to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management does not believe the Company is exposed to significant credit, currency, market or interest rate risks.

Equipment
Equipment is recorded at cost. Amortization is calculated using the following annual rate, which is estimated to match the useful lives of the asset:

Computer hardware 30% declining balance

Equipment used in exploration activities, where substantially all the economic life or value of the asset is expected to be derived from a specific project, is accounted for as dedicated assets and included as a separate category within the costs allocated to the related exploration stage mineral interests. Amortization for dedicated assets are provided over the estimated lives based on utilization and is recorded as deferred exploration costs of the related project.

Loss per share
The loss per share figures are calculated using the weighted average number of shares outstanding during the respective fiscal years. The calculation of loss per share figures using the Treasury Stock Method considers the potential exercise of outstanding share purchase options and warrants or other contingent issuances to the extent each option, warrant or contingent issuance was dilutive. For the years presented, diluted loss per share is equal to basic loss per share as the conversions are anti-dilutive.

Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Impairment of long-lived assets
The Company follows the recommendations of Canadian Institute of Chartered Accountants (CICA) Handbook Section 3063, “Impairment of Long-Lived Assets”. Section 3063 establishes standards for recognizing, measuring and disclosing impairment of long-lived assets held for use. The Company conducts its impairment test on long-lived assets when events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is recognized when the carrying amount of an asset to be held and used exceeds the undiscounted future net cash flows expected from its use and disposal. If there is impairment, the impairment amount is measured as the amount by which the carrying amount of the asset exceeds its fair value, calculated using discounted cash flows when quoted market prices are not available.

Note 2 – Significant Accounting Policies cont’d

Income taxes
The Company accounts for income taxes using the asset and liability method, whereby future tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying values of the asset and liabilities and their respective income tax bases. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on future income taxes and liabilities of a change in rates is included in operations in the period that includes the substantive enactment date. Where the probability of a realization of a future income tax asset is more likely than not, a valuation allowance is recorded.

Stock-based compensation
The Company applies the fair value method of valuing all grants of stock options. All stock options granted are accounted for as a capital transaction at the time of the grant with the related fair values being reflected as contributed surplus in shareholders’ equity. The fair value of options granted is estimated at the date of grant using the Black-Scholes option pricing model incorporating assumptions regarding risk-free interest rates, dividend yield, volatility factor of the expected market price of the Company’s stock, and a weighted average expected life of the options. The estimated fair value of the options is recorded over the options’ vesting period. Any consideration paid on the exercise of stock options is credited to share capital.

3. Acquisition of Outback Capital Inc. dba Pinefalls Gold (“PFG”)

In April 2005, the Company entered into a subscription agreement to invest $200,000 into Outback Capital Inc. dba Pinefalls Gold (“PFG”), a private Alberta company with certain directors and a principal shareholder of PFG in common with the Company. PFG is an exploration company with mining claims located in the area of Bissett, Manitoba. Pursuant to the subscription, the Company invested $90,000 in exchange for 1.8 million units during 2005 and an additional $110,000 in exchange for 2.2 million units in 2006 of PFG at $0.05 per unit with each unit comprised of one common share and one share purchase warrant to purchase an additional common share at $0.075 for a period of two years. Without the exercise of the warrants, the Company purchased approximately 37% of the common shares of PFG. As at June 30, 2006, the Company had invested $200,000 in exchange for 4 million units under this subscription agreement.

In addition, the Company entered into a share exchange agreement with one of the principal shareholders of PFG, who is also a director of the Company, under which the Company acquired a further 3 million common shares of PFG in exchange for one million common shares of the Company at a value of $150,000. As a result of the share exchange agreement, the director in common no longer had an ownership interest in PFG.

The Company completed the transactions above effective June 30, 2006; and as at December 31, 2006 the Company owned 65.42% of the common shares of PFG.

The Pinefalls Gold mining property is subject to a 2% royalty based on the gross cash proceeds received from the sale of minerals, less the cost of smelting, refining, freight, insurance and other related costs, and the cost of marketing and sale of minerals derived from PFG properties. The royalty will be calculated on a cumulative basis and will be payable in cash by the Company within 180 days of each fiscal year end of the Company.

Note 3 – Acquisition of PFG cont’d

The fair value of the assets acquired and liabilities assumed effective June 30, 2006 are as follows:

	- $ -
Current assets		126,108
Mineral claims and equipment		320,885
Current liabilities		(3,861	)
Due to related parties		(11,390	)
Non controlling interest		(81,742	)
		350,000
Consideration Paid:
1,000,000 common shares at $0.15 per share		150,000
Cash		200,000
		350,000

Mineral Claims and equipment includes the following:

	- $ -
Unproven Mining Claims – not subject to depletion		319,306
Equipment		1,579
Totals		320,885

4. Related Party Transactions

During the year ended December 31, 2006, a company in which a director has an interest charged the Company $24,000 (2005: $24,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $72,350 (2005: $34,810) is included in accounts payable and accrued liabilities at December 31, 2006.

The Company charged $9,000 (2005: $nil) for rent and management fees to PFG prior to the acquisition date.

Related party transactions were in the normal course of business and have been recorded at the exchange amount. Amounts due to related parties are unsecured, non-interest bearing and without specific terms of repayment.

5. 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.

Note 5 – Share Capital cont’d

b) Common shares

	2006				2005
	Shares		$		Shares		$
Balance, beginning of year		9,883,452		12,894,609		8,323,119		12,660,559
Issued via private placement		—		—		1,560,333		234,050
Issued on acquisition of PFG		1,000,000		150,000		—		—
Balance, December 31		10,883,452		13,044,609		9,883,452		12,894,609

During 2005, the Company completed non-brokered private placement by issuing 1,560,333 units at $0.15 per unit for proceeds of $234,050. Each unit consists of one common share and a share purchase warrant to acquire an additional common share at $0.18 per share by June 7, 2007.

c) Preferred shares

	2006				2005
	Shares		$		Shares		$
Balance, beginning and end of year		604,724		604,724		604,724		604,724

d) Warrants

	2006		2005
Balance, beginning of year		1,560,333		—
Issued		—		1,560,333
Balance, December 31		1,560,333		1,560,333

Each warrant gives the holder the right to purchase one common share of the Company at $0.18 per share on or before the expiry of the warrants on June 7, 2007.

e) Stock Options

As of December 31, 2006 and 2005, there were no stock options outstanding.

6. Income Taxes

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

	2006			2005
Loss before income taxes	$	37,147		$	54,804
Income tax recovery at statutory rates 34.1%	$	12,667		$	19,072
Unrecognized benefit of non-capital losses		(12,667	)		(19,072	)
Total income taxes	$	—		$	—

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

	2006			2005
Future income tax assets:
Non-capital loss carry forward benefit	$	74,481		$	61,814
Capital losses carried forward		1,506			1,506
Research and development expenses carried forward		—			1,220,128
Valuation allowance		(75,987	)		(1,283,448	)
Net future income tax asset	$	—		$	—

The Company has approximately $212,000 in non-capital losses that can be offset against taxable income in future years which expire at various dates commencing in 2007 and approximately $8,000 in capital losses which may be available to offset future taxable capital gains which can be carried forward indefinitely. The potential future tax benefit of these losses has not been recorded as a full-future tax asset valuation allowance has been provided due to the uncertainty regarding the realization of these losses.

WIDESCOPE RESOURCES INC.
[Formerly — International Gemini Technology Inc.]

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

Management Discussion and Analysis as of April 30, 2007

In April 2005 the Company entered into a subscription agreement to invest $200,000 into Outback Capital Inc. dba Pinefalls Gold (“PFG”) a private Alberta company with certain directors and a principal shareholder of PFG in common with the Company. PFG is an exploration company with mining claims located in the area of Bissett, Manitoba. Pursuant to the subscription the Company invested $90,000 in exchange for 1.8 million units during 2005 and an additional $110,000 in exchange for 2.2 million units in 2006 of PFG at $0.05 per unit with each unit comprised of one common share and one share purchase warrant to purchase an additional common share at $0.075 for a period of two years. Without the exercise of the warrant the Company purchased approximately 37% of the common shares of PFG. As at June 30, 2006, the Company had invested $200,000 in exchange for 4 million units under this subscription agreement.

In addition, the Company entered into a share exchange agreement with one of the principal shareholders of PFG, a director of the Company, under which the Company acquired a further 3 million common shares of PFG in exchange for one million common shares of the Company. As a result of the share exchange agreement, the director in common no longer had an ownership interest in PFG.

As at April 27, 2007 the Company’s owns 65.42% of the common shares of PFG.

PFG has been actively exploring for mineral resources 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 Qualifying Reports dated May 1, 2006 and 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.

Following the recommendations of the May 2006 Qualifying Report — during the summer of 2006 an exploration program was completed under PFG’s direction. The primary focus of the work plan was to complete more detailed geological mapping of the claims, stripping of over-burden and grab sampling. Approximately 30 man-days of field work were completed and more than seventy samples were collected and delivered to TSL Laboratories in Saskatoon for assay and analysis. Subsequent to the year-end the Company has received the detailed geologist’s maps, data and assay results. Review of these materials plus the detailed report of the activities, findings and recommendations are under review by the Company.

The Company remains optimistic about the prospect for discovery of a definable mineral resource on its claims in Manitoba. However, its exploration to date has failed to immediately delineate the indicators required to step-up to a drilling program. Further groundwork will be required to elevate the status of the claims to drill-ready.

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 principal business activities include the exploration of natural resource properties. The Company has acquired by way of the acquisition of Outback Capital Inc., interests in various mineral claims in Manitoba providing the right to explore. The Company had working capital of $31,602 at December 31, 2006 and has incurred substantial losses to date. The Company may require additional funding to meet its obligations and the costs of its operations.

The Company’s future capital requirements will depend on many factors, including costs of exploration and development of the properties, production, if warranted, and competition and global market conditions. The Company’s potential recurring operating losses and growing working capital needs may require that it obtain additional capital to operate its business. Such outside capital will include the sale of additional common shares. There can be no assurance that capital will be available as necessary to meet these continuing exploration and development costs or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current shareholders.

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.

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

Selected Financial Data [Annual]
(Expressed in Canadian Dollars)
	Years ended December 31
	2006			2005			2004
Total revenues	$	9,689			—			20,000
Net loss	$	(37,147	)		(54,804	)		(39,742	)
Loss per share from continued operations	$	0.00			0.01			0.01
Share capital per Canadian GAAP	$	13,649,333			13,499,333			13,265,283
Common shares issued		10,883,452			9,883,452			8,323,119
Weighted average shares outstanding per Canadian GAAP		10,383,452			9,084,049			8,323,119
Total assets	$	443,765			218,438			53,870
Net assets (liabilities)	$	289,072			176,219			(3,027	)
Cash dividends declared per common shares	$	—			—			—
Exchange rates (Cdn$ to U.S.$) period average	$	0.8818			0.8253			0.7683

Overview

With the acquisition of PFG effective June 30, 2006, the Company’s primary focus shifted to mineral resource exploration operations rather than acquisitions. The Company charges PFG a modest management fee to offset its reciprocal efforts to coordinate PFG’s affairs. This activity is largely carried out by the directors and large shareholders at their own expense. The Company’s management team, affiliates and directors have special expertise in the areas of operations, due diligence, financial analysis and corporate finance strategy with respect to emerging growth enterprises. Additionally, the Company retains Dockside Capital Group to provide certain management functions and in so doing can also access its similar expertise. From time-to-time the Company is approached, through referral, to provide these services on a consulting basis. Thus the Company generates some revenue by providing these services. As these sources of revenue are not core to the Company’s focus, the services are not actively marketed.

Results of Operations

Historically — the Company has shown modest losses for the past several years. These losses result largely from having little or no revenue and minimal operating expenses, rather than having significant operating and overhead expenses. In 2004 the Company elected to sell its passive investment, and this resulted in a loss that was somewhat greater than usual. Prior to the just completed quarter — the expenses of the Company were almost completely related to satisfying regulatory requirements, including the annual meeting, financial reporting, communications with shareholders; and seeking and evaluating acquisition prospects for suitability and ability to attract financing. With the June 30, 2006 completion of the PFG acquisition the Companies expenses are now more heavily weighted in favour of the exploration work and analysis being carried out on the properties by PFG.

With the PFG acquisition the Company expects to report additional significant expenses related to the exploration activities undertaken in the area of Bissett, Manitoba.

Fluctuations in Results

The Company’s annual operating results fluctuate, but very little. Revenues prior to the recently completed quarter were solely derived from consulting activities which are not core to the Company’s focus fluctuated greatly based upon the Company’s receipt of infrequent, third-party referrals for these services. With the June 30, 2006 completion of the PFG acquisition the Company’s revenues were derived from management fees charged to PFG prior to the acquisition. From July 2006 forward, these fees have been eliminated upon consolidation.

Expenses have fluctuated on the basis of postal rate increases, or reductions in courier or long distance phone rates. With the PFG acquisition the Company anticipates expenses to rise significantly due to exploration activities. Similarly, our expenses will continue to increase due to the upward pressure on professional fees charged to reporting companies for compliance related services such as legal and audit work as a result of changes to securities legislation throughout North America.

Liquidity and Capital Resources

Since the Company is organized in Canada, the Company’s December 31, 2006 financial statements have been prepared in accordance with Canadian generally accepted accounting principles.

As at December 31, 2006, the Company had accumulated losses totaling $13,413,605. The Company had working capital of $31,602 at December 31, 2006. The continuation of the Company is dependent upon the continued financial support of shareholders, its ability to raise capital through the issuance of its securities, 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 December 31, 2006 the Company had cash and equivalents of $105,504.

Selected Financial Data [Quarterly — unaudited]
(Expressed in Canadian Dollars)
								Quarter Ended
		12/31/2006		9/30/2006		6/30/2006			3/31/2006		12/31/2005		9/30/2005		6/30/2005		3/31/2005
Total revenues	$	9,689		6,000		4,500			5,189		0		0		0		0
Net loss	$	(9,660	)	(11,492	)	(6,358	)		(9,637	)	(4,476	)	(9,934	)	(33,432	)	(6,962	)
Income per share from continued operations	$	0		0		0			0		0		0		0		0
Share capital per Canadian GAAP	$	13,649,333		13,649,333		13,649,333			13,499,333		13,499,333		13,499,333		13,499,333		13,265,283
Common shares issued		10,883,452		10,883,452		10,883,452			9,883,452		9,883,452		9,883,452		9,883,452		8,323,119
Weighted average shares outstanding per Canadian GAAP		10,883,452		10,383,452		9,883,452			9,883,452		9,084,049		8,703,584		8,323,119		8,323,119
Total assets	$	443,765		452,312		459,087			214,982		218,438		217,498		221,662		53,330
Net assets (liabilities)	$	289,072		298,732		310,224			166,582		176,219		180,695		190,629		(9,989	)
Cash dividends declared per common shares	$	0		0		0			0		0		0		0		0

Additional Disclosure for Venture Issuers Without Significant Revenue

The business of the Company entails significant risks, and an investment in the securities of the Company should be considered highly speculative. An investment in the securities of the Company should only be undertaken by persons who have sufficient financial resources to enable them to assume such risks. The following is a general description of all material risks, which can adversely affect the business and in turn the financial results, ultimately affecting the value of an investment the Company.

The Company has no significant revenues.

The Company has limited funds.

There is no assurance that the Company can access additional capital.

There is no assurance that the investment disclosed herein with Pinefalls Gold will be successful in its quest to find a commercially viable quantity of mineral resources.

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.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Table of Contractual Obligations

Contractual Obligations:	Payments Due by Period
None	N/A

Fourth Quarter

There were no fourth quarter events or items that affected the Company’s financial condition, cash flows or results of operations, including extraordinary items, year-end and other adjustments. The Company’s operations are not seasonal.

Related Party Transactions

During the year ended December 31, 2006, a company in which a director has an interest charged the Company $24,000 (2005: $24,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $72,350 (2005: $34,810) is included in accounts payable and accrued liabilities at December 31, 2006.

The Company charged $9,000 (2005: $nil) for rent and management fees to PFG prior to the acquisition date.

Related party transactions were in the normal course of business and have been recorded at the exchange amount. Amounts due to related parties are unsecured, non-interest bearing and without specific terms of repayment.

Critical Accounting Estimates

There are no critical accounting estimates.

Changes in Accounting Policies

As a result of the acquisition of PFG, the Company now has mineral property assets on its balance sheet and accordingly, the Company’s accounting policies now include accounting for mineral properties.  Adoption of the new policy was done prospectively from July 1, 2006.

The cost of mineral properties and related exploration and development costs are deferred until the properties are placed into production, sold or abandoned. These costs will be amortized over the useful life of the properties following the commencement of commercial production or written off if the properties are sold, allowed to lapse, or abandoned. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. It is reasonably possible that economically recoverable reserves may not be discovered and accordingly a material portion of the carrying value of mineral properties and related deferred exploration costs could be written off. Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected title defects.

The initial adoption of this policy had no impact on the company’s financial condition, changes in financial condition and results of operations. There exist no policy alternatives to this type of asset treatment.

Disclosure Controls and Procedures Over Financial Reporting

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), on a timely basis so that appropriate decisions can be made regarding public disclosure. As at December 31, 2006, the CEO and the CFO have evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Multilateral Instrument 52-109 of the Canadian Securities Administrators and have concluded that such disclosure controls and procedures are effective.

Share Capital Data

The following table sets forth the Company’s share capital data as at April 27, 2007:

Common Shares
-issued & outstanding	10,883,452
Preferred Shares - -issued & outstanding	604,724
Warrants	1,560,333	Expiry: June 7, 2007	Exercise price: $0.18

Further Information

Additional information about the Company is available at the Canadian disclosure website www.sedar.ca

EX-99.1

WIDESCOPE RESOURCES INC.

NOTICE OF THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON JUNE 28, 2007

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of the shareholders of Widescope Resources Inc. (the “Corporation”) will be held at #208 — 828 Harbourside Drive, North Vancouver, British Columbia on June 28, 2007 at 2:00 p.m., Vancouver time, for the following purposes:

1. To receive the financial statements for the period ended December 31, 2006 and the auditors’ report thereon;

2. To fix the number of directors of the Corporation to be elected at the meeting at five (5);

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 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 management information circular which accompanies this Notice of Meeting. Terms not herein defined have the meaning ascribed to them in the said management information circular of the Corporation.

DATED at Vancouver, British Columbia this 29^th day of May, 2007.

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 29, 2007 (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, preceding the Meeting or any adjournment thereof.

WIDESCOPE RESOURCES INC.
#208 — 828 Harbourside Drive
North Vancouver, British Columbia, V7P 3R9

MANAGEMENT INFORMATION CIRCULAR

PURPOSE OF SOLICITATION

This Management Information Circular is furnished in connection with the solicitation of proxies by the management of Widescope Resources Inc. (the “Corporation”) for use at the annual general meeting (the “Meeting”) of shareholders of the Corporation to be held at #208 — 828 Harbourside Drive, North Vancouver, British Columbia on June 28, 2007 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 Management 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

(c) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof.

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 Broadridge Financial Solutions, Inc. (formerly ADP Investor Communications Corporation) (“Broadridge”). Broadridge 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 Broadridge. Broadridge 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 Broadridge sticker on it cannot use that proxy to vote Common Shares directly at the Meeting. The proxy must be returned to Broadridge 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 10,883,452 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 (the “Board”) to be May 29, 2007 (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 officers of the Corporation, as of the date hereof, the only persons who beneficially own, directly or indirectly, Common Shares carrying more than 10% of the voting rights of the outstanding Common Shares are as follows:

				Percentage of Class
Name and		Number of Common		Currently
Municipality of Residence	Type of Ownership	Shares Currently Owned		Outstanding
Edward D. Ford Vancouver, B. C.	Direct		1,914,000		17.5	%

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, 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, 2006 and the Auditor’s Report thereon; (ii) the fixing of the number of directors to be elected at the Meeting at five (5) and the election of directors until the next annual meeting of shareholders; and (iii) the appointment of auditors.

I. FINANCIAL STATEMENTS

At the Meeting, shareholders will receive and consider the audited financial statements of the Corporation for the most recently completed financial year ended December 31, 2006, together with the auditors’ report thereon.

II. 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 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
Name of Proposed	Occupation		Beneficially Owned	Options Granted
Nominees and Municipality	During the	Director	or	Exercisable/
of Residence (2)	Last Five Years	Since	Controlled	Unexercisable
Edward Dolejsi Delta, B.C., Director, President & Chief Executive Officer	President of the Corporation. Independent businessman and President of C3D Solutions Inc. a software reseller.	March, 1990	6,200	Nil
Martin Schultz Vancouver, B.C. 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	Nil
Edward D. Ford (1) Vancouver, B.C. 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	1,914,000	Nil
Douglas E. Ford (1) West Vancouver, B.C. Director	General Manager of Dockside Capital Group Inc., a private merchant banking and venture capital firm from 1987 to present.	September, 1992	914,000	Nil
John Stanton (1) Sarasota, Florida, U.S.A. Director	Independent pharmacy consultant.	November, 1990	55,000	Nil

Notes:

(1) Audit Committee member.

(2) The Corporation does not have an Executive Committee.

As at the date hereof, the directors and officers of the Corporation, as a group, own a control, directly or indirectly, 3,372,367 Common Shares or approximately 31% of the issued and outstanding Common Shares.

III. APPOINTMENT OF AUDITORS

The management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy for the reappointment of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants (“DMCL”), as auditors of the corporation at a remuneration to be fixed by the board of directors. DMCL were initially appointed auditors of the Corporation at the Annual and Special Meeting of Shareholders held on June 28, 2005.

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

2006

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

President and Chief

2007

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Executive Officer

2008

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Edward Ford

2006

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Chief Financial

2005

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Officer

2004

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

2006

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Martin Schultz

2005

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Secretary

2004

$Nil

Nil

Nil

Nil

Nil

Nil

Nil

Notes:

(1) The aggregate amount of all perquisites 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.

EQUITY COMPENSATION PLANS

Other than the Corporation’s existing Stock Option Plan which was ratified at the June 28, 2005 Annual and Special Meeting of Shareholders, the Corporation does not have any compensation plans under which equity securities of the Corporation (being Common Shares) are authorized for issuance. Currently, no options to purchase Common Shares of the Corporation have been granted pursuant to the Stock Option Plan. Under the Stock Option Plan, 1,088,345 Common Shares are available for issuance under the Stock Option Plan.

					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 approved by securityholders, being the Plan	Nil		$Nil			1,088,345
Equity compensation plans not approved by securityholders		N/A		N/A		N/A
Total

Long-Term Incentive Plans

Other then the Stock Option Plan, the Corporation does not have any plans which provide 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, 2006 no compensation was paid by the Corporation to directors for acting as directors. However, directors are entitled to be reimbursed for expenses 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, 2006.

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 at any time during the twelve-month period ended December 31, 2006.

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.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Information Circular, 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.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

General

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the “CSA”) have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”), which prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below.

Composition of the Board of Directors

The Board is currently composed of the following five directors: Edward Dolejsi, Edward Ford, Martin Schultz, John Stanton and Douglas Ford, all of whom will be presented for election at the Meeting.

Should all five individuals presented for election at the Meeting be elected, two of the five members of the Board (being Messrs. Douglas Ford, and John Stanton) will be “independent” directors for the purposes of NI 58-101. An independent director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgment with respect to the Corporation. Mr. Dolejsi, President and Chief Executive Officer of the Corporation; Mr. Edward Ford, Vice President, Finance of the Corporation and Mr. Martin Schultz Secretary of the Corporation do not qualify as independent directors.

There are no special structures or processes in place to facilitate the functioning of the Board independently of the Corporation’s management. However, the independent directors are given full access to management so that they may express their own views and communicate their expectations of the management.

The Board does not make formal assessments of the Board, its committees and individual directors, however, the Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

The Board believes that given Mr. Schultz’s detailed knowledge of the Corporation’s operations and his many years of experience in the finance industry, he is the most appropriate individual to set the agenda for meetings of the Board, to ensure that adequate information is provided to the Board and to chair the meetings. Individual directors are also able to submit particular matters for inclusion on the agenda at the Board meetings.

Mandate of the Board of Directors

The Board of Directors is responsible for the stewardship of the Corporation through consultation with the management of the Corporation. Any responsibility which is not delegated to management or to a committee of the Board remains with the Board. Frequency of Board meetings as well as the nature of agenda items change depending on the state of the Corporation’s affairs and in light of opportunities or risks which the Corporation faces. Board members are in frequent contact with one another and Board meetings were held as deemed necessary during 2006.

The Board of Directors met two times during 2006. Each director attended all meetings.

Directorships

Certain directors or nominee director of the Corporation are also members of the boards of directors of other reporting issuers (or the equivalent) as set out below:

Director	Reporting Issuer(s)
Douglas E. Ford	Valcent Products Inc. and Rockgate Capital Corp.
Martin Schultz	N/A
Edward Dolejsi	N/A
John Stanton	N/A
Edward Ford	N/A

Orientation and Continuing Education

The Corporation has not adopted a formal orientation and education program for new directors. The Board believes that adoption of a formal program is not presently warranted given the size of the Corporation and the low turnover in Board membership. However, all new directors are provided with background information on the Corporation, including an overview of its operations and are provided with the opportunity to meet with management of the Corporation and with other members of the Board to discuss the Corporation’s affairs.

Ethical Business Conduct

The Corporation has not adopted a formal Code of Conduct for its directors, officers and employees, however, the Corporation strives to promote honest and ethical conduct, the avoidance of conflicts of interest, full, fair, accurate and timely public disclosure and compliance with applicable laws. In the case of non-arm’s length transactions or other circumstances where a member or members of the Board may have or appear to have a conflict of interest with the Corporation, prudent corporate practice dictates that the interested member(s) refrain from voting on the issue and if necessary, a committee of independent directors may be struck to review and make recommendations with respect to the proposed transaction.

Nomination of Directors

The Board has not appointed a committee of directors to be responsible for proposing to the Board new nominees for directors of the Corporation. The Board does not consider that a nominating committee is currently necessary given the stage of development of the Corporation, the low turnover of the Board membership and that two out of five directors of the Corporation are independent. When new directors are being considered for addition to the Board, the entire Board acts as an ad hoc nominating committee. All members of the Board are canvassed for suggestions on possible candidates and the appropriate skill sets required. Nominees are reviewed and must be approved by the Board as a whole.

Compensation

The Board has not appointed a committee of directors to be responsible for determining the compensation for the Corporation’s directors and officers. The Board does not consider that a compensation committee is currently necessary given the stage of development of the Corporation, the low turnover of the Board membership and that two out of five directors of the Corporation are independent. Compensation of the directors and officers is based upon industry standards and the Corporation’s present stage of development.

When new directors or officers are being considered for addition to the Board or management, the entire Board acts as an ad hoc nominating committee. All members of the Board are canvassed for suggestions on possible candidates and the appropriate skill sets required. Nominees are reviewed and must be approved by the Board as a whole.

Committees of the Board of Directors

Currently, the only committee of the Board of Directors is the Audit Committee.

Assessment of Directors, the Board and Board Committees

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

Audit Committee

Charter

The Board of Directors adopted an audit committee charter on May 2, 2006.

Composition of the Audit Committee

Douglas Ford (Chairman), John Stanton and Edward Ford are members of the Audit Committee, each of
whom is financially literate and other than Edward Ford, are independent for the purposes of NI 58-101.

Mr. Douglas Ford has been a member of audit committees of both Canadian and American corporations since 1987. He has been actively involved in the venture capital and merchant banking business for nearly twenty years. He obtained a BA (Political Science) degree from the University of British Columbia in 1986.

Mr. John Stanton graduated as a Pharmacist from Albany College of Pharmacy in New York state in 1969. Since that time he has worked as a Pharmacist as an owner and an independent pharmacy consultant.

Mr. Edward Ford has been a member of audit committees of both Canadian and American corporations since 1987. Mr. Ford has been president of Dockside Capital Group and has been actively involved in the venture capital and merchant banking business since 1986. He obtained a Chartered Accountant designation in 1961 and was a partner in a CA firm for 30 years. He obtained a Commerce Degree from the University of Manitoba in 1960.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

The following table provides information about the fees billed to the Corporation for professional services rendered by Dale Matheson Carr-Hilton LaBonte, Chartered Accountants during fiscal 2005 and 2006.

	2006		2005
Audit Fees(1)	$	13,000	$	9,000
Audit-Related Fees	$	0	$	0
Tax Fees(2)	$	0	$	0
All other Fees(3)	$	0	$	0
Total:	$	13,000	$	9,000

Notes:

(1) Audit fees for professional services rendered by Dale Matheson Carr-Hilton La Bonte, Chartered Accountants for the audit of the Corporation’s annual consolidated financial statements as well as services provided in connection with statutory and regulatory filings.

(2) Tax fee for tax compliance, tax advice and tax planning.

(3) All other fees related to limited procedures performed by the Corporation’s auditors related to interim reports.

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.

The contents and sending of this Information Circular have been approved by the Board.

Unless otherwise stated, the information contained herein is given as of the 29^th day of May, 2007.

COMPUTERSHARE
9^th Floor, 100 University Avenue
Toronto, Canada M5J 2Y1
www.computershare.com

WIDESCOPE RESOURCES INC.

Security Class

Holder Account Number

Form of Proxy — Annual and Special Meeting to be held on June 28, 2007

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 5:00 pm, Eastern Time, on June 26, 2007.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com

If you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

Appointment of Proxyholder

The undersigned shareholder (“Registered Shareholder”) of Widescope Resources Inc. (the “Company”) hereby appoint(s): Martin Schultz, a Director of the Company, or failing this person, Douglas Ford, a Director of the Company,
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
     

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of Widescope Resources Inc. to be held at North Vancouver, BC on June 28, 2007 at
2:00 PM (Pacific Time) and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Determine the Number of Directors
To determine the number of Directors at five (5).

For            Withhold

[ ] [ ]

2. Election of Directors
Management recommends that you vote FOR all of the nominees listed below: Edward Dolejsi, Edward Ford, John Stanton, Martin Schultz and Douglas Ford.
Vote FOR or WITHHOLD for all nominees proposed by Management

For            Withhold

[ ] [ ]

3. Appointment of Auditors
Appointment of Dale Matheson Carr-Hilton Labonte, Chartered Accountants as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

For            Withhold

[ ] [ ]

Authorized Signature(s) — This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

     
Signature(s) Date

Annual Report
Mark this box if you would like to receive the Annual Report and accompanying Management’s Discussion and Analysis by mail.
[ ]

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

WIDESCOPE RESOURCES INC.

FINANCIAL STATEMENTS REQUEST FORM

Cusip No. 96759N 100

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 Widescope Resources Inc. (the “Corporation”), please complete this form and return it to:

Widescope Resources 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 2006.
c	Please send me ONLY the quarterly interim financial statements and corresponding interim MD&A to those financial statements for 2007.
c	Please send me BOTH the audited financial statements for fiscal 2007 and quarterly interim financial statements for 2007 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:	2007.
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. .

WIDESCOPE RESOURCES INC.

May 29, 2007

Dear Fellow Shareholders:

Please see the attached information regarding the Annual General Meeting of shareholders to be held June 28, 2007. I urge you to complete the attached proxy/voting instructions and to complete the attached yellow response card so that we may update our database with all of your current contact information.

As I am sure all of you know the common shares of the company, Widescope Resources Inc., new name and all, have resumed trading [OTCbb symbol: “WSCRF”]. It all happened just before Christmas, so consider it a Christmas present. After nearly seventeen years of no trading, the directors are pleased to report that some liquidity has returned for your common shares.

Exploration on the Pinefalls Gold property held by our 65% owned subsidiary, Outback Capital Inc., is ongoing. For the current year we have been somewhat stymied by the world shortage of qualified geologists who remain in high demand due to the increased activity in exploration. We hope to have the situation resolved soon so that we can assemble a team to return to the Rice Lake Gold Camp to resume active on-the-ground prospecting, trenching, sampling and geological study.

Additionally management has stepped-up its efforts in pursuing additional opportunities. Several have been reviewed, but none have yet been concluded. There are lots of possibilities, however so far none that we have been offered seemed to make any sense. Others are in the early stages of review, as this is being written. Review takes a little longer than we would like, as we are both unwilling and unable to commit any significant funds to due diligence; particularly during the initial review.

The return to trading had the unintended effect of accelerating management’s search for additional opportunities. More on this as it unfolds, hopefully sooner, rather than later.

Please do contact us by e-mail at pinefallsgold@telus.net or by phone so that we can keep you up to date on our progress.

Sincerely,

WIDESCOPE RESOURCES INC.

“Signed”

Martin Schultz
Secretary

AUDITORS’ REPORT

To the Shareholders of Widescope Resources Inc.:

We have audited the consolidated balance sheets of Widescope Resources Inc. (formerly International Gemini Technology Inc.) as at December 31, 2006 and 2005 and the consolidated 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 consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2006 and 2005 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

“DMCL”