40-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 40-F

[  ]

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

or

[X]

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
Commission File Number 0-22672

AURIZON MINES LTD.

(Exact Name of the Registrant as Specified in its Charter)

Not applicable	British Columbia, Canada	Not Applicable
(Translation of Registrant’s name into English (if applicable))	(Province of other jurisdiction of incorporation or organization)	(I.R.S. employer Identification Number (if applicable))

1040

(Primary Standard Industrial Classification Code Number (if applicable))

Suite 900, 510 Burrard Street,
Vancouver, British Columbia V6C 3A8  
Telephone:  (604) 687-6600

(Address of Principal Executive Offices)

CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
Telephone:  (212) 590-9331

Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States

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

Name of Each

Title of Each Class

Exchange on Which Registered

Common Stock

American Stock Exchange

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

NONE

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

NONE

For annual reports, indicate by check mark the information filed with this Form:

[ X ]  Annual information form

[ X ]  Audited annual financial statements

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

As at December 31, 2006, 146,313,048 Common Shares without par value were issued and outstanding.

Indicate by check mark whether the Registrant by filing 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 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule.

[    ] Yes:

[ X ] No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

[ X ]Yes

[    ] No

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DISCLOSURE CONTROLS AND PROCEDURES

Aurizon Mines Ltd. (the “Company”) has carried out an evaluation, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2006, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that the Company’s receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Under the supervision and with the participation of the Company’s chief executive officer and chief financial officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting, as of December 31, 2006, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on its evaluation under this framework, management concluded that, as of December 31, 2006, the Company’s internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the period covered by this Annual Report on Form 40-F, an evaluation conducted pursuant to Rule 13a–15(d) under the Exchange Act identified no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud.  A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.   The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving

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its stated goals under all potential future conditions.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CODE OF ETHICS

The Company has adopted a Code of Ethics for Financial Reporting Officers that applies to the Company’s principal executive officer, principal financial officer and any other person performing similar functions. The Company has also adopted a Code of Business Ethics that applies to all directors, officers and employees of the Company.  Both the Company’s Code of Ethics for Financial Reporting Officers and its Code of Business Ethics are available on its website, www.aurizon.com.

AUDIT COMMITTEE

The Company’s Board of Directors has a separately-designated standing Audit Committee for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the Company’s annual financial statements.  As at the review of the audited consolidated financial statements of the Company for the year ended December 31, 2006 and as at the date of this Annual Report, the following individuals comprised the entire membership of the Company’s Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act:

Richard Faucher
Brian S. Moorhouse
Robert Normand

AUDIT COMMITTEE FINANCIAL EXPERT

The Company’s Board of Directors has determined that it has at least one audit committee financial expert (as such term is defined in the rules and regulations of the Securities and Exchange Commission) serving on its Audit Committee. Robert Normand has been determined to be such audit committee financial expert and is independent (as such term is defined by the corporate governance standards of the American Stock Exchange applicable to the Company).

The Securities and Exchange Commission has indicated that the designation of Robert Normand as an audit committee financial expert does not make him an “expert” for any purpose, impose on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the Company’s fees paid to PricewaterhouseCoopers LLP, Chartered Accountants, of Vancouver, British Columbia, its independent auditors for the two years ended December 31, 2006 and 2005 for professional services:

	Dec. 31, 2006	Dec. 31, 2005
Audit Fees
Consolidated financial statements	97,750	71,405
Quarterly reviews	3,600	11,400
Total audit fees:	101,350	82,805
Tax Fees (1)	22,943	14,185
Audit-Related Fees		-
Prospectus work	-	33,614
Translation services – financial statements	-	10,375
Total audit-related fees:	-	43,989
All Other Fees (2)	10,120	-
Total fees	134,413	140,979

Note:

The inclusion of fees is based on fees billed during the calendar year in each category.

(1)

The Company uses PWC for tax compliance, advice, and return preparation.  The Company chooses to use PWC for these services due to their  extensive knowledge of the Company’s activities and familiarity of its business and the associated cost savings resulting  from that knowledge base.

(2)

Other Fees are related to consultation with respect to Sarbanes Oxley.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Company’s Audit Committee has adopted a pre-approval policy with respect to audit services, audit-related services and permitted non-audit services.  Pursuant to the Audit Committee Charter, the Audit Committee shall review and pre-approve all audit and audit-related services. In addition, the Audit Committee shall review and pre-approve all permitted non-audit services provided by the Company’s auditors that exceed $25,000. Prior to the granting of any pre-approval, the Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of the auditors.

During the years ended December 31, 2006 and 2005, none of the services described above under Principal Accountant Fees and Services” under the captions “Audit-Related Fees”, “Tax Fees”, and “All Other Fees” were approved after the fact by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

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TABLE OF CONTRACTUAL COMMITMENTS

The following table lists as of December 31, 2006 information with respect to the Company’s known contractual obligations.

Contractual Obligations	Total	Less than 1 Year	1 – 2 Years	3 – 4 Years	More than 5 years
	$	$	$	$	$
Long-term debt	73,100,000	4,400,000	46,000,000	22,700,000	-
Environment and reclamation	3,674,000	95,000	379,000	284,999	2,916,000
Mineral Property acquisition & work commitments	4,231,000	1,031,000	3,200,000	-	-
Hydro	369,000	65,000	143,000	161,000	-
Government assistance	1,973,000	-	592,000	1,381,000	-
Total:	83,347,000	5,591,000	50,314,000	24,526,000	2,916,000

For additional information related to the Company’s obligations and commitments see note 10 in the Company’s audited consolidated financial statements (Exhibit 2).

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (“SEC”) staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

Consent to Service of Process

The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X signed by the Company and its agent for service of process on March 29, 2006  with respect to the class of securities in relation to which the obligation to file this annual report arises.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

AURIZON MINES LTD.

Date:      April 2, 2007      

/s/ Ian S. Walton

Ian S. Walton,

Executive Vice President and

Chief Financial Officer

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Exhibit Index

1.

Annual Information Form dated April 2, 2007.

2.

Audited Financial Statements.

3.

Management’s Discussion and Analysis of Financial Condition and Results of Operations from the 2006 Annual Report to Shareholders.

4.

Proxy Circular.

5.

Code of Ethics for Financial Reporting Officers available on the Company’s website.

6.

Certifications by the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

7.

Certifications by the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

8.

Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

9.

Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10.

Consent of PricewaterhouseCoopers LLP.

11.

Consents of Scott Wilson RPA Inc.

12.

Consent of Roscoe Postle Associates Inc. (now known as Scott Wilson Roscoe Postle Associates Inc.)

13.

Consent of Geostat Systems International Inc.

14.

Consent of Ghislain Fournier, P. Eng., Corporate Development Manger, Aurizon Mines Ltd.

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EX-99.1

AURIZON MINES LTD.
Suite 900- 510 Burrard Street, Vancouver, British Columbia
Canada  V6C 3A8
Tel:  (604) 687-6600
Toll Free:  1-888-411-GOLD
Fax:  (604) 687-3932
Email:  info@aurizon.com
Web Site:  www.aurizon.com

 
ANNUAL INFORMATION FORM
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

April 2, 2007

I

TABLE OF CONTENTS

Page

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

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PRELIMINARY NOTES

In this Annual Information Form, Aurizon Mines Ltd. is referred to as "Aurizon" or the "Company".  All information contained herein is as at December 31, 2006, unless otherwise stated.

Financial Statements

This Annual Information Form should be read in conjunction with the Company's consolidated financial statements and management's discussion and analysis for the 12 months ended December 31, 2006.  The financial statements and management's discussion and analysis are available at www.aurizon.com and under the Company's profile on the SEDAR website at www.sedar.com.  All financial statements are prepared in accordance with Canadian generally accepted accounting principals.

Currency

All sums of money which are referred to in this Annual Information Form are expressed in lawful money of Canada, unless otherwise specified.

Definitions and Technical Terms

Capitalized terms that are not otherwise defined in the body of this Annual Information Form and technical terms are defined in "Glossary and Technical Terms" herein.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Information Form contains "forward-looking statements" within the meaning of applicable Canadian securities regulations and the United States Private Securities Litigation Reform Act of 1995.  These forward-looking statements are made as of the date of this Annual Information Form or, in the case of documents incorporated by reference herein, as of the date of such documents and the Company does not intend, and does not assume any obligation, to update these forward-looking statements.

Forward-looking statements include, but are not limited to, statements with respect to the Updated Feasibility Study (as defined below) regarding the Casa Berardi Project, the future price of gold, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits,  plans for and expected result of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and the timing and possible outcome of pending litigation.  In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate",  "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".  Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.  Such factors include, among others, risks related to  actual results of current exploration activities; actual results of current reclamatio n activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled "Risk Factors" in this Annual Information Form.  Although the

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

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Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.  There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Readers are cautioned not to place undue reliance on forward-looking statements due to the inherent uncertainty thereof.

CAUTIONARY NOTE TO U.S. READERS  

As a Canadian reporting issuer corporation, the Company is subject to certain the rules, policies and regulations issued by Canadian regulatory authorities.  In this Annual Information Form, the Company is required to provide detailed information regarding its properties including mineralization, drilling, sampling and analysis, security of samples and mineral resource and mineral reserve estimates.  Further, the Company is required to describe mineral resources associated with its properties utilizing Canadian Institute of Mining, Mettallurgy and Petroleum (“CIM”) definitions of  "indicated" or "inferred" which categories of resource  are recognized by Canadian regulations but are not recognized by the United States Securities and Exchange Commission ("SEC").  

Cautionary Note to US Investors Regarding Mineral Resources

The SEC allows mining companies, in their filings with the SEC, to disclose only those mineral deposits they can economically and legally extract or produce. The Company uses certain terms in this document, such as "mineral resources", "indicated mineral resources" and "inferred resources" that are recognized and mandated by Canadian securities regulators but are not recognized by the SEC.  US investors are urged to consider closely the disclosure of the technical terms in the Glossary of Technical Terms and Definitions hereof.

This Annual Information Form uses the term "indicated” resources. U.S. readers are cautioned that while that term is recognized and required by Canadian regulations, the SEC does not recognize it.  U.S. investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into mineral reserves.

This Annual Information Form also uses the term "inferred” resources.  U.S. readers are cautioned that while this term is recognized and required by Canadian regulations, the SEC does not recognize it.  "Inferred resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.  U.S. readers are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

Non GAAP Measures

Non Generally Accepted Accounting Principles (“GAAP”) Measures - Total cash costs are calculated in accordance with the Gold Institute Standard, which do not have any standardized meaning prescribed by GAAP.  Accordingly, they are unlikely to be comparable to similar measures presented by other companies.  Non-GAAP measures are provided as they are used by some investors to evaluate performance.  They are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with Canadian GAAP.  

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

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GLOSSARY OF TECHNICAL TERMS AND DEFINITIONS

In this Annual Information Form, the following terms have the following meanings:

Assay - to analyze the proportions of metals in an ore, to test an ore or mineral for composition, purity, weight, or other properties of commercial interest.

Au -  Gold.

Backfilling - the process of refilling an excavation, a mine opening, or the space around a foundation.

Collar - the mouth or upper end of a mine shaft.

Core sample - one or several pieces of whole or split parts of core selected as a sample for analysis or assay.

Cut-and-fill - a stoping method in which the ore is excavated by successive flat or inclined slices, working upward from the level. However, after each slice is blasted down, all broken ore is removed, and the stope is filled with waste (backfill) up to within a few feet of the back before the next slice is taken out, just enough room being left between the top of the waste pile and the back of the stope to provide working space. The term cut-and-fill stoping implies a definite and characteristic sequence of operations: (1) breaking a slice of ore from the back; (2) removing the broken ore; and (3) introducing filling.

Development - the preparation of a mining property or area so that an orebody can be analyzed and its tonnage and quality estimates have been made; ore essentially ready for mining.

Diamond Drill - a machine designed to rotate under pressure an annular diamond studding cutting tool to produce a more or less continuous solid sample of material.

Diamond Drilling - a variety of rotary drilling in which diamond bits are used as the rock-cutting tool. It is a common method of prospecting for mineral deposits, especially in development work where core samples are desired.

Dilution - the contamination of ore with barren wall rock in stoping. As a result, assay of the ore after mining is frequently lower than when sampled in place.

Doré - gold and silver bullion that remains in a cupelling furnace after the lead has been oxidized and skimmed off.

Drift - a horizontal or nearly horizontal underground opening driven along a vein to gain access to the deposit.

Feasibility Study - comprehensive study in which all geological, engineering, operating, economic and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.

Fill - man-made deposits of natural earth materials (e.g. rock, soil, gravel) and waste materials (e.g. tailings or spoil from dredging), used to fill an enclosed space such as an old stope or chamber in a mine.

Gold Doré - the term for a bar of gold containing impurities in excess of two percent.

Grade - the amount of valuable mineral in each ton of ore, expressed as troy ounces per ton or grams per tonne for precious metals and as a percentage for other metals.

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

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Cut-off Grade - the lowest grade of mineralized rock that qualifies as ore grade in a given deposit, and is also used as the lowest grade below which the mineralized rock currently cannot be profitably exploited.  Cut-off grades vary between deposits depending upon the amenability of ore to gold extraction and upon costs of production.

Mill Head Grade - the grade of ore as it comes from a mine and goes to a mill.

Recovered Grade - actual metal content of ore determined after processing.

g/t – grams of gold per metric tonne.

Grinding - size reduction of ore into fine particles to prepare it for processing.

Hoist - the machine used for raising and lowering the cage or other conveyance in a shaft.

Leach - to separate, selectively remove, or dissolve-out soluble constituents from a rock or orebody by the natural action of percolating water, or the extraction of soluble metals or salts from an ore by means of slowly percolating solutions.

Mineralization - the process or processes by which mineral or minerals are introduced into a rock, resulting in a valuable or potentially valuable deposit.

Mineral Claim - that portion of public mineral lands which a party has staked or marked out in accordance with provincial or state mining laws to acquire the right to explore for and exploit the minerals under the surface.

Metallurgy - the science and art of separating metals and metallic minerals from their ores by mechanical and chemical processes; the preparation of more metalliferous materials from raw ore.

Mill Circuit - the combination of various processes and systems which concentrate the valuable minerals.

Mine - an excavation beneath the surface of the ground from which mineral matter of value is extracted.

Net Smelter Return - a return based on the actual gold sale price received less the cost of refining at an off-site refinery.

Ore - a natural aggregate of one or more minerals which, at a specified time and place, may be mined and sold at a profit, or from which some part may be profitably separated.  Rock, generally containing metallic or non-metallic minerals that can be mined and processed at a profit. Also, the mineral(s) thus extracted.

Ounces - troy ounces; in this report production figures refer to gold having a fineness of at least 995 parts per 1,000 parts; other references to ounces in this report do not refer to a specific fineness.  There are 31.1035 grams in a troy ounce.

Orebody - a sufficiently large amount of ore that can be mined economically.

Pyrite - a common, pale-bronze or brass-yellow, mineral. Pyrite has a brilliant metallic luster and has been mistaken for gold. Pyrite is the most wide-spread and abundant of the sulfide minerals and occurs in all kinds of rocks.

Quartz - 1. Crystalline silica, an important rock-forming mineral. It is,one of  commonest gangue mineral of ore deposits.

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

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Raise - a vertical hole between mine levels used to move ore or waste rock or to provide ventilation.

Ramp - an inclined underground tunnel which provides access for exploration or a connection between levels of a mine.

Reclamation - the process by which lands disturbed as a result of mining activity are reclaimed back to a beneficial land use. Reclamation activity includes the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings impoundments, leach pads and other mine features, and contouring, covering and re-vegetation of waste rock piles and other disturbed areas.

Recovery Rate - a term used in process metallurgy to indicate the proportion of valuable material obtained in the processing of an ore. It is generally stated as a percentage of the material recovered compared to the total material present.

Refining - the final stage of metal production in which impurities are removed from the molten metal.

Reserves - a Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource for which an appropriate mining plan has been demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.  A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined. There are two categories of reserves:

Proven - a ‘Proven Mineral Reserve’ is the economically mineable part of a Measured Mineral Resource for which an appropriate mining plan has been demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

Probable - a ‘Probable Mineral Reserve’ is the economically mineable part of an Indicated, and in some circumstances a Measured Mineral Resource for which an appropriate mining plan has been demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

Resource - a Mineral Resource is a concentration or occurrence of natural, solid, in the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction.  The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.

Measured Mineral Resource - a Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit.  The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

Indicated Mineral Resource - an Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit.  The

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

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estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

Inferred Mineral Resource - an Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity.  The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

Scoping Study – a preliminary economic evaluation of indicated mineral resources using a financial analysis based on reasonable assumptions of technical, engineering, operating and economic factors.  There is no certainty that the results of the scoping study will be realized.

Sediment - solid fragmental material that originates from weathering of rocks and is transported or deposited by air, water, or ice, or that accumulates by other natural agents, such as chemical precipitation from solution or secretion by organisms, and that forms in layers on the Earth's surface at ordinary temperatures in a loose, unconsolidated form; e.g., sand, gravel, silt, mud, alluvium.

Shaft - a vertical passageway to an underground mine for moving personnel, equipment, supplies and material including ore and waste rock.

Stope - an area in an underground mine where ore is mined.

Sulphides - a group of minerals which contains sulfur and other metallic element such as copper and zinc.  Gold is usually associated with sulphide enrichment in mineral deposits.

Tailings - material rejected from a mill after the valuable minerals have been recovered.

Tonne - a metric ton of 1,000 kilograms (2,205 pounds).

Tons - dry short tons (2,000 pounds).

Troy Ounce - troy ounce of a fineness of 999.9 parts per 1,000 parts, equal to 31.1035 grams.

Vein - a mineral filling of a fault or other fracture in a host rock, in tabular or sheet like form, often with associated replacement of the host rock; a mineral deposit of this form and origin.

CORPORATE STRUCTURE

Aurizon was incorporated on April 8, 1988 as "343318 B.C. Ltd.", by filing a memorandum and articles with the Registrar of Companies under the Company Act (British Columbia).  On August 10, 1988, the name of the Company was changed to "Aurizon Mines Ltd." in its English form and "Mines Aurizon Ltee." in its French form.  Pursuant to a statutory plan of arrangement Aurizon acquired all of the assets and assumed all of the liabilities of two predecessor companies, D'Or Val Mines Ltd. and Perron Gold Mines Ltd., effective as at August 24, 1988.

The Company has no material subsidiaries.  The head office and registered and records office address of Aurizon is located at Suite 900 - 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, Canada.  

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GENERAL DEVELOPMENT OF THE BUSINESS

Aurizon is a Canadian-based emerging gold mining company with development and exploration activities in the gold producing Abitibi region of north-western Quebec.  Since 1988, Aurizon has been involved in the acquisition, exploration, development and operation of a number of gold properties in North America.  Aurizon recently commenced gold production at its Casa Berardi Project located in the Abitibi region in northwestern Quebec, Canada.

Three Year History

During the past three years, the Company’s principal focus and its major capital and exploration spending programs have been on the Casa Berardi Project located in Quebec.  The Company invested $141 million in exploration, development and capital expenditures at Casa Berardi during this period.  

In 2005, Roscoe Postle Associates Inc. completed an updated feasibility study on the Casa Berardi Project and during 2006 Aurizon completed the construction and pre-production development work and commenced mining and milling operations at the Casa Berardi mine on the Casa Berardi Project.  See "Description of the Business –Casa Berardi Project".

Exploration and development of the Casa Berardi Project was financed principally by funds raised through private and public equity offerings by the Company.  In 2006, the Company raised $15,125,000 through the issue of 5.5 million flow-through shares.  At December 31, 2006, the Company had met the requirement to incur $15,125,000 of eligible flow through expenditures.  The expenditures will be renounced for tax purposes in 2007.  In 2005, the Company raised an aggregate of approximately $34.3 million through a combination of private placements and a public offering of common shares, and a further approximately $19 million from the sale of flow through shares on a private placement basis.  During 2004, the Company raised $9,000,000 by way of a private placement of flow through shares.

Project Financing

On February 23, 2006, the Company closed a $75 million project loan facility for the construction of the Casa Berardi mine (the “Loan Facility”), with a syndicate of banks led by BNP Paribas.  The Loan Facility is secured by a charge on all of the Casa Berardi Project assets.  The Loan Facility has a 4.5 year term with the first principal repayment date on September 30, 2007 and the final principal repayment due on September 30, 2010.  The Company may make draws in the form of a bankers’ acceptance loan or a Canadian prime rate based loan.  The prime loan interest rate is the Canadian prime rate plus 1.25%, and the bankers’ acceptance loan rate is the prevailing CDOR (Canadian Interbank Bankers Acceptance Bid Rates) rate plus 2.25%.  Upon achieving commercial production and meeting certain operating performance benchmarks, the interest rate margin on the pr ime rate based loans and the bankers’ acceptance loans reduce to 0.875% and 1.875% respectively.  A standby fee of 0.75% will be charged on any un-drawn portion of the facility.  The loan may be repaid at any time without penalty.  Any un-drawn portion of the Loan Facility up to a limit of $7.5 million may be converted to a revolving credit facility.  

At December 31, 2006, $73.1 million of the Loan Facility had been drawn down.  A principal repayment of 6% of the outstanding debt ($4,383,454) is due on September 30, 2007.

The Loan Facility terms require the Company to provide price protection against a possible downturn in the price of gold and a stronger Canadian dollar.   See “Risk Factors – Gold Price Volatility”.

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Acquisitions and Dispositions

In June, 2006, the Company acquired an option to earn a 100% interest in 67 mining claims located in the township of Johannes in the province of Quebec (the "Joanna Property"), subject to a 2% net smelter royalty.  Aurizon has also acquired a 100% interest in three additional claims situated along the eastern boundary of the property and along the strike of the gold bearing system and has a letter of intent for an option to acquire a 100% interest in twenty further claims, referred to as the Henriksen block of claims, along the north-western boundary of the Joanna Property and along the strike of the gold bearing system, subject to a 2% net smelter royalty.    The foregoing, together with the Joanna Property, are referred to in this AIF as the "Joanna Gold Project".

During 2006,  Aurizon acquired by staking 1,277 minerals claims covering approximately 75,000 hectares, in the Kipawa area, (the “Kipawa Gold-Uranium Project”), which is located approximately 100 kilometres south of Rouyn-Noranda, and 100 kilometres northwest of North Bay along the Quebec-Ontario border, halfway between the Elliot Lake uranium camp and the Abitibi gold belt camp, within the Grenville Front. The region has been targeted for its gold-uranium association, based on the occurrence of regional gold anomalies in stream sediments.  

On May 11, 2005, the Company completed the sale of its 50% interest in the Sleeping Giant mine to its joint venture partner, Cambior Inc., for $5 million.  In connection with the transaction, the Company was released from all environmental liabilities and reclamation costs associated with the operation and ultimate closure of the mine.  The effective date of the sale was April 30, 2005 and the Company received its 50% share of production up to that date.  The sale of the Sleeping Giant mine in the second quarter of 2005 resulted in a gain on sale to the Company of $3.95 million.

DESCRIPTION OF THE BUSINESS

General

Aurizon is a Canadian based gold producer with development activities in the Abitibi region of north-western Quebec.  Aurizon’s principal project is its 100% owned the Casa Berardi Project in Quebec, on which the Casa Berardi gold mine is located.  The Company also owns or has an option on a number mineral claims that are prospective for gold in the township of Johannes in the province of Quebec, referred to in this AIF as the Joanna Gold Project, and has acquired by staking a 100% interest in a number of mineral claims along the Ontario-Quebec border – the Kipawa Gold-Uranium Project.  

The Company’s growth strategy is to establish a gold production base from the development of the Casa Berardi Project and to increase gold production by means of acquisition including by merger of assets or companies having either production or advanced development stage gold projects.  The Company is also conducting ongoing exploration programs with the objective of identifying new gold deposits and increasing its mineral resource base.  

Pre-production construction at the Casa Berardi Project was completed in the fourth quarter of 2006 and at year end the Casa Berardi mine was in the commissioning and ramp-up phase of operations.  Capital costs at Casa Berardi in 2007 are expected to total $21.9 million with an anticipated start-up of commercial operations in the second quarter of 2007.  The first gold pours were made in December 2006.  It is estimated that the Casa Berardi mine will produce approximately  165,000 – 175,000 ounces of gold in 2007 at an estimated total cash cost of US$265 - $285 per ounce, based on a C$/US$ exchange rate of 1.15.

Production.

The Casa Berardi mine produced 17,731 ounces of gold in 2006, of which 6,882 ounces were sold prior to year-end, resulting in proceeds of $5.0 million.  Since Casa Berardi was in a pre-commercial

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production phase during 2006, these proceeds have been credited against the related deferred expenses.  See "Description of the Business - Casa Berardi Project”.

Specialized skill and knowledge.

 The skill and knowledge required to develop a producing mine includes experience in exploration, development, construction, mine operations, metallurgical processing and environmental compliance.  Aurizon employs a number of technical personnel with a variety of relevant experience, education and professional designations and acquires other specialized skills and knowledge by engaging, on a contract basis, professionals in the geological, metallurgical, engineering, environmental and other relevant disciplines.

Competitive conditions.

Significant and increasing competition exists for the limited number of opportunities to acquire gold mining properties in Canada, the U.S. and elsewhere.  As a result of this competition, some of which is with large established mining companies having substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire future potential gold mining properties on terms it considers acceptable. The Company endeavours to maintain attractive remuneration and compensation packages in order to attract and retain the required skilled, experienced personnel.

Economic dependence.

Gold can be readily sold on numerous markets throughout the world and it is not difficult to ascertain its market price at any particular time.  Gold dore bars that may be produced by the Company's mining operations are being and will continue to be refined by commercial refineries and the gold and silver produced is subsequently sold by the Company on the basis of the quoted selling prices of gold and silver on the applicable metals exchange on the date of sale.  The Company believes that because of the availability of refiners, each able to supply all services that would be required by the Company, no material adverse effect would result if the Company lost the services of its current refiners. Because of the large number of available gold purchasers, the Company believes that it is not dependent upon the sale of gold to any one customer, the loss of which would have a mater ial adverse effect on the business of the Company.

The Loan Facility described under "General Development of the Business – Three Year History" was required to finance completion and start-up of the mine at Casa Berardi.

Cycles.

The Company's business and operations are not seasonal. Demand for and price of gold is volatile and affected by numerous factors beyond the Company’s control.  See “Risk Factors – Gold Price Volatility”.

Employees. As at the most recent financial year ended December 31, 2006, the Company had eighty-six (86) employees.

Environmental protection and reclamation obligations.

The Company’s mining operations and exploration activities are subject to extensive federal, provincial, state and local laws and regulations governing exploration, development, production, exports, taxes, labor standards, occupational health and safety, solid and hazardous waste handling and disposal, monitoring, protection and remediation of the environment, reclamation, mine safety, toxic substances, air and water quality and other matters.  Compliance with such laws and regulations increases the costs of planning, designing, drilling, developing, constructing, operating and closing mines and other facilities.  There can be no assurance that additional significant costs and liabilities will not be incurred to comply with current and future requirements.  Moreover, it is possible that future developments, such as increasingly strict environmental protection laws, r egulations and enforcement policies thereunder, and claims for damages to natural resources, property and persons resulting from the Company’s operations, could require the Company to modify or curtail its operations or could result in substantial costs and liabilities.  It is possible that the costs and delays associated with compliance with such laws and regulations could become such that the Company would not proceed with the development or continue the operation of a mine or mines.

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The Company has expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements and the Company anticipates that it will continue to do so in the future.  

All of the Company’s operations are subject to reclamation, site restoration and closure requirements.  Costs related to ongoing site restoration programs are expensed when incurred.  The Company calculates its estimates of the ultimate reclamation liability based on current laws and regulations and the expected future costs to be incurred in reclaiming, restoring and closing its operating mine sites.  It is possible that the Company’s estimates of its ultimate reclamation liability could change as a result of possible changes in laws and regulations and changes in cost estimates and such changes could affect the estimates and projections contained in the Updated Feasibility Study.

Risk Factors

An investment in the securities of the Company involves a high degree of risk and must be considered speculative due to the nature of the Company's business and the present stage of exploration and development of its mineral properties.  Accordingly, prospective investors should carefully consider the risk factors set out below, in addition to the other information contained in this Annual Information Form.

Management of the Company considers the following risks to be the most significant for potential investors in the Company, but such risks do not necessarily comprise all those associated with an investment in the Company. Additional risks and uncertainties not currently known to management of the Company may also have an adverse effect on the Company's business.  If any of these risks actually occur, the Company's business, financial condition, capital resources, results and/or future operations could be materially adversely affected.  In such a case, the price of the Common Shares could decline and investors may lose all or part of their investment.  See also "General Description of the Business – Competitive conditions, -Economic dependence, and – Environmental protection and reclamation" .

Mining Risks and Insurance

A risk analysis conducted by RPA as part of the Updated Feasibility Study indicated that the non-economic risks associated with the Casa Berardi Project are generally low.  The following specific factors were ascribed a 'medium' risk level in the assessment:  Geotechnical – the ground control issues experienced by the previous operators;  Dilution - low cohesion in hanging wall faults could potentially cause dilution beyond current estimates;  Mineral Reserve Extraction – Mineral reserves include no allowance for pillars, and extraction rates are in the high end of the range for the selected mining methods; and Mill Throughput - increases from past rates of mill throughput are limited by the grinding circuit.  While the Company believes that the current mining plan addresses the foregoing, these risks have not been eliminated and it is possible that the occurrenc e of one or more of such factors could have a material adverse effect on the Company's financial condition and results of operations.   Ore extraction was temporarily suspended from January 24, 2007 until February 8, 2007, as a result of higher than expected sloughing of ore material falling in production stopes.   The Company has implemented the following since January 2007: Additional ground support including rock bolting, screening, and shotcreting; backfilling of empty stopes immediately after ore removal; reduction of the drill density and fewer explosives; change in mining sequence to mine stopes outwards from the core of the orebody to the edge, instead of from the edge inwards to the core; reduction in the number of stope access draw points developed ahead of production.

The business of gold mining is subject to certain types of risks and hazards, including environmental hazards, industrial accidents, unusual or unexpected changes to rock formations, changes in the regulatory environment, cave-ins and flooding and gold bullion losses.  Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability.  Any payments made with regards to such liabilities may have a material adverse effect on Aurizon’s financial performance and results of operations.  

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The Company carries insurance to protect itself against certain risks of mining and processing to the extent that is economically feasible but which will not provide adequate coverage in all circumstances.

The Company may become subject to liability for pollution, cave-ins, or other hazards against which it cannot insure or against which it may elect not to insure because of high premium costs or other reasons and the Company may become subject to liabilities that exceed policy limits.  In such cases, the Company may be required to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Cash Operating Costs and Economic Returns

The Casa Berardi Project has no recent commercial operating history upon which to base estimates of future cash operating costs.  It is estimated that Casa Berardi will produce approximately 165,000 to 175,000 ounces of gold in 2007 at an estimated total cash cost of US$265 - $285 per ounce, based on a C$/US$ exchange rate of 1.15.  Estimates of cash operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques and the Updated Feasibility Study, which sources derive estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of gold from the ore, estimated operating costs, expected extraction rates, and other factors.  Any variance in any of the foregoing could result in material variations in actual cash operating costs and economic returns.

Gold Price Volatility

The Company's results of operations and the estimates and projections are highly sensitive to changes in the price of gold.  Gold prices fluctuate and are affected by numerous factors, including expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic crises and governmental policies with respect to gold holdings by central banks.  The demand for and supply of gold affects gold prices but not necessarily in the same manner as demand and supply affect the prices of other commodities.  The supply of gold consists of a combination of mine production and existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals.  The demand for gold consists primarily of jewelry and investment demand.  There can be no assurance that the price of gold over the mine life of the Company’s Casa Berardi Project will be such that mining operations will be profitable.

In February 2006, as a condition of the $75 million Loan Facility, Aurizon entered into certain gold and currency price protection contracts that mitigate adverse price movements in the underlying security. Accordingly, to provide the lender downside price protection, the Company purchased 287,431 ounces of gold put options that provide the Company the right but not the obligation to deliver gold at a price of US$500 per ounce over the period from January 2007 to September 2010. The Company paid for these puts by selling an equal number of call options over the same period that are exercisable by the purchaser at average prices ranging from US$813 to US$908 per ounce.  The Company has also entered into currency forward contracts totaling $60 million that match the principal repayment dates of the debt facility and establish Canadian – U.S. exchange rates at an average rate of 1.12 over the period from September 2007 to Se ptember 2010.

Historically, the Company has periodically entered into commodity contracts to mitigate the risk associated with price volatility of the commodities it produces.  While these various arrangements are intended to mitigate the risks associated with price volatility, there is no assurance they will always be effective.

Financial Resources

The Company has historically relied on funds raised through equity financings to meet its operating and capital expenditure requirements.   The Company is dependent on cash flow from operations at Casa Berardi

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to fund its operating and capital expenditures.  Assuming the accuracy of the 2007 mine plan prepared by management, it is estimated that the Company will have the financial resources required to meet its planned operating and capital expenditures of the Casa Berardi Project in 2007.  

The estimates, projections and schedules contained in the 2007 mine plan are based on a number of assumptions and criteria, many of which are not within the Company's control.  Should any one or more of such assumptions prove not to be accurate, it is possible that the Company will require additional capital. There is no assurance that the Company will be able to obtain debt or equity financing, if required, on commercially reasonable terms , or at all and any such future financings could result in substantial dilution to existing shareholders ..

As at December 31, 2006, the Company had cash and cash equivalents of $9.5 million.  In addition, restricted cash balances that may be used to fund the Casa Berardi mine operations and general and administrative costs totaled $19.4 million at December 31, 2006.  The restricted funds will be released to the Company upon achievement of certain operating performance benchmarks at the Casa Berardi mine.  Working capital at December 31, 2006 was $29.8 million.

Long term debt as at December 31, 2006 totaled $68.8 million and there was $1.5 million un-drawn on the Loan Facility.

Uncertainty of Mineral Reserves and Mineral Resources

Mineral reserves and mineral resource figures respecting the Companies properties are estimates of the size and grade of deposits based on limited sampling and on certain assumptions and parameters.  No assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery of gold will be realized. The ore grade actually recovered by the Company may differ from the estimated grades of the mineral reserves and mineral resources.  Prolonged declines in the market price of gold may render mineral reserves containing relatively lower grades of gold mineralization uneconomic to exploit and could materially reduce the Company’s reserves. Should such reductions occur, the Company could be required to take a material write-down of its investment in mining properties or delay or discontinue production or the development of new projects, resulting in increased net losses and reduced cash flow. Market price fluctuations of gold, as well as increased production costs or reduced recovery rates, may render mineral reserves containing relatively lower grades of mineralization uneconomical to recover and may ultimately result in a restatement of mineral resources. Short-term factors relating to mineral reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may impair the profitability of a mine in any particular accounting period.

The Company adjusts its mineral reserves annually by the amount extracted in the previous year, by the additions and reductions resulting from new geological information and interpretation, and from changes in operating costs and metal prices.  Mineral reserves are not revised in response to short-term cyclical price variations in metal markets.  

Government Permits

Continuation of production at Casa Berardi Project will require additional approvals, permits and certificates of authorization from different government agencies on an ongoing basis, including those approvals, permits and certificates referred to in the Updated Feasibility Study and this Annual Information Form.  Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings on the part of the Company.  The duration and success of permitting efforts are contingent upon many variables not within the Company’s control.  Environmental protection permitting, including the approval of reclamation plans, could increase costs and cause delays in the development of the Company’s Projects, depending on the nature of the activity to be

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permitted and the interpretation of applicable requirements implemented by the permitting authority.  There can be no assurance that all necessary permits will be obtained and, if obtained, that the costs involved will not exceed those previously estimated by the Company.  It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that the Company would not proceed with the development or operation of a mine or mines.

Reclamation Obligations

Reclamation requirements may change and do vary depending on the location and the government regulatory body, but they are similar in that they aim to minimize long term effects of exploration and mining disturbance by requiring the operating company to control possible deleterious effluents and to re-establish to some degree pre-disturbance land forms and vegetation.  All of the Company’s operations are subject to reclamation, site restoration and closure requirements.  The Company calculates its estimates of the ultimate reclamation liability based on current laws and regulations and the expected future costs to be incurred in reclaiming, restoring and closing its operating mine sites.  It is possible that the Company’s estimate of its ultimate reclamation liability could change in the near term due to possible changes in laws and regulations and changes in cost estimates.

Dependence on Key Personnel

Aurizon’s President and Chief Executive Officer, David P. Hall, and its Executive Vice-President and Chief Financial Officer, Ian S. Walton, are instrumental in the management and day to day operations of the Company.  David P. Hall is a Chartered Accountant who has been a director and officer of Aurizon since its incorporation in 1988.  Ian S. Walton is also a Chartered Accountant who has been an Officer of Aurizon since its incorporation in 1988 and a director since 1993.  In addition, Aurizon’s Vice-President, Mr. Michel Gilbert, is significantly involved in managing the Company’s operating, exploration and development activities in Quebec.  The Company depends on key personnel and cannot provide assurance that it will be able to retain such personnel.  Failure to retain such key personnel could have a material adverse effect on the Company’s busine ss and financial condition.

Labour Markets

Aurizon employs a number of technical personnel with a variety of relevant experience, education and professional designations and acquires other specialized skills and knowledge by engaging, on a contract basis, professionals in the geological, metallurgical, engineering, environmental and other relevant disciplines.  The Company endeavours to maintain attractive remuneration and compensation packages in order to attract and retain the required skilled, experienced personnel.  However, as competition for such personnel increases, there is no assurance it will be able to retain the necessary combination of skills and specialized knowledge.  Contractors, under the supervision of Aurizon’s staff, are engaged to carry out the construction, underground mine development, mining, ore processing, maintenance and diamond drill activities.  Significant and increasing competition for sk illed miners exists and the loss of a mining contractor would be challenging for the Company.  However, as the Company engages several contractors for different mining disciplines, the Company believes that it is not dependent upon any one mining contractor, the loss of which would have a material adverse effect on the business of the Company.

Title to Properties

While the Company has verified title to its properties according to usual industry standards for the stage of development of such properties, the procedures undertaken do not guarantee the Company's title.  Properties may be subject to prior unregistered agreements or transfers or aboriginal land claims, and title may be affected by undetected defects.

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Replacement of Mineral Reserves

There are a number of uncertainties inherent in any program relating to the location of economic mineral reserves, the development of appropriate metallurgical processes, the receipt of necessary governmental permits and the construction of mining and processing facilities and the appropriate financing thereof.  Accordingly, there can be no assurance that the Company’s programs will yield new mineral reserves to replace mined reserves and to expand current mineral reserves.

Financing of Exploration Programs

Exploration for minerals is a speculative business necessarily involving a high degree of risk.  It is not known if the expenditures to be made by Aurizon on its mineral properties will result in discoveries of commercial mineral reserves.  If Aurizon's efforts are not successful at individual properties, the expenditures at those properties will be written off.  If Aurizon's exploration programs are successful, additional funds may be required for the development of economic mineral reserves in order to achieve commercial production.  In addition, the exploration and development of Aurizon's properties may depend upon Aurizon's ability to obtain financing through the joint venturing of projects, sale of property interests, debt financing, equity financing or other means.  There is no assurance that Aurizon will be successful in obtaining the required financing on commercially reasonable terms, or at all.  The inability of the Company to obtain necessary financing could have a material adverse effect on the Company’s ability to continue to explore and develop its properties.

Conflicts of Interest

Certain of the directors of Aurizon are also directors and officers of other companies engaged in mineral exploration and development and mineral property acquisitions.  Accordingly, mineral exploration opportunities or prospects of which such persons become aware will not necessarily be made available to Aurizon.  The directors and officers intend, however, to allocate these to such companies on the basis of prudent business judgment and the relative financial abilities and needs of the companies to participate.  Although such persons have fiduciary duties to Aurizon, there exist actual and potential conflicts of interest among these persons and situations could arise in which their obligations to or interests in other companies could detract from their efforts on behalf of Aurizon.

Foreign Exchange and Currency Fluctuations

To manage the Company’s currency exposure on its U.S. dollar gold sales and its Canadian dollar denominated long-term debt, the Company has entered into $60 million of foreign currency contracts that match the principal repayment dates of the Loan Facility, allowing the Company to convert U.S. dollars into Canadian dollars at an average exchange rate of 1.12.  Aurizon is not subject to margin calls on the mark to market value of the contracts. Currency fluctuations may affect the cash flow which the Company will realize from its operations since its products are sold in world markets in United States dollars and the Company's operating costs are incurred primarily in Canadian dollars. The Company may in future, if it considers it advisable, enter into hedging arrangements with a view to reducing some risks associated with foreign exchange exposure.  However, there is no assurance that s uch hedging strategies will be successful or that foreign exchange fluctuations will not materially adversely affect the Company's financial performance and results of operations.

CASA BERARDI PROJECT

During 1998, the Company acquired from TVX Gold Inc. a 100% interest, subject to a gold indexed net smelter royalty, in the Casa Berardi property which comprised 284 mineral claims, two mining leases and all of the existing infrastructure (the “Casa Berardi Project”).  The Company paid $2 million and agreed to pay

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an additional $4 million on the earlier of August 27, 2001 or at the start of commercial production, and a 2% to 4% gold indexed net smelter royalty, to a maximum of $10 million.  The Company also assumed a liability for reclamation work, estimated at $1,555,000 at the time of the acquisition.

On July 5, 2001, the Company and TVX Gold Inc. entered into an agreement to defer the outstanding payment of $4 million related to the acquisition of the Casa Berardi property for two years until August, 2003. In consideration, Aurizon issued one million (1,000,000) common shares and issued an additional 960,153 common shares in payment of interest due on the outstanding payment.  

On July 5, 2002, Aurizon exercised its right of first refusal to match a third party offer, and acquired the residual interest of TVX Gold Inc. in the Casa Berardi Project, which comprised an outstanding payment of $3.9 million and a gold indexed net smelter royalty, for cash consideration of $5 million.  As a result, Aurizon currently owns a 100% interest in Casa Berardi.

Information in this Annual Information Form that is of a scientific or technical nature relating specifically to the Casa Berardi Project  has been prepared by or under the supervision of Ghislain Fournier, P. Eng., Corporate Development Manager of the Company and a Qualified Person as the term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and, except for recent exploration information updated by management of the Company, is derived from the technical report prepared by or under the supervision of Graham G,. Clow, P.Eng. Principal Mining Engineer of Roscoe Postle Associates Inc., in connection with the Updated Feasibility Study entitled "Technical Report on the Casa Berardi Project", a copy of which has been filed under the Company's profile at www.sedar.com.

Property Description and Location

The Casa Berardi property is located in the Province of Quebec, approximately 95 km north of the town of La Sarre, in the James Bay municipality.  The property extends along an east-west axis for more than 37 km and reaches 3.5 km in width.  The overall property covers several thousand hectares.  However, the area directly involved in the current Casa Berardi Project covers only a few hundred hectares.  The East and West Mines, separated by the Principal Zone, are located along a 5 km mineralized corridor.

A 38 km all-season gravel road off the paved road, linking the village of Villebois to the Selbaie mine, provides easy access to the property. A gravel road links the East and West Mines infrastructure.

The property currently comprises 299 contiguous designated claims, covering a total of 16,155.73 hectares, and two (2) mining leases (BM 768 and BM 833), covering 397.09 and 84.35 hectares respectively, for a total of 16,637.17 hectares. Mining lease BM 768 expires on April 28, 2008 and mining lease BM833 expires in 2015.  Taxes for the mining leases approximate $18,000 per year.

Other legal titles, under the name of Aurizon, include the non-exclusive lease BNE 0010752, the tailings lease 70,218, and an additional five (5) hectares of land contiguous to mining lease 768 for rock waste material storage.  Gescad Inc. manages the mining titles for Aurizon and produces an update on the titles once a year.  All rents, statutory works and tax payments are in good standing as at March 1, 2007.

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Environment and Permits

Environmental approvals obtained by previous owners and transferred to Aurizon cover the following aspects of the project:

·

ore extraction, beneficiation and implementation of a tailings pond for the East Mine;

·

operation of the West Mine;

·

operation of a pit for clay material;

·

operation of a quarry;

·

Kaakakosig water stream diversion at the East Mine;

·

operation of a cement plant;

·

installation of a septic tank near the East Mine hoist shaft.

The following approvals and modifications to existing approvals have been obtained by Aurizon:

·

authorization certificate for the extraction and ore processing at the East Mine site was modified on September 10, 2001 to increase the production rate at the concentrator;

·

authorization certificate for the operation of the West Mine was modified on February 21, 2001 to increase the production rate to 3920 tonnes per day;

·

groundwater abstraction notice prepared for the drinking water wells and the mine water pumping system for East mine was acknowledged by the Ministry of Environment on June 26, 2003;

·

site rehabilitation plan for the East and West Mine sites was approved by the Ministry of Natural Resources on May 8, 2000.  

·

Aurizon received approval to add a new 5 hectares waste rock pile to their site rehabilitation plan on April 11, 2003.

·

inspection and approval of the Inco SO2 cyanide destruction water treatment system and elution pressure storage vessels;

·

approval for the sanitary waste septic systems at the West Mine.

·

Permit for surface pumping system for fire protection at the West Mine.  

In addition to sectorial authorizations such as a permit to operate/construct on forest lands and the verification with the Quebec Ministry of Natural Resources, Fauna and Parks for approval of the location of existing waste rock piles and the mill, the following approvals must be obtained in the future:

·

amendment to the existing approval for increasing the capacity of the tailings pond.  

·

approval for additional land contiguous to tailing lease 70218 to cover the increased capacity of the tailings ponds.  

·

existing abstraction notices must be revised to reflect any changes to the pumped volume of groundwater.

Required Project Environmental Approvals

Certificates of authorization from the Ministry of Environment of Québec were issued to Aurizon in 2001 for the then planned increased capacity of both the West Mine and the process plant. The modifications that have since been made to the Project were verified in order to determine if these changes warrant modifications to existing environmental approvals or the issuance of new ones. All environmental approvals that were required for commercial operations have been obtained.

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Reclamation Plan

The site rehabilitation plan for the Casa Berardi East and West mine sites was approved by the Ministry of Natural Resources of Quebec (the “MRN”) on May 8, 2000.  Cost details were updated to reflect modifications proposed in the Updated Feasibility Study, dated October 26, 2005 and an updated restoration plan was submitted in January 2006.  The MRN and Ministère du Développement Durable de l’Environnement et des Parcs (Ministry of Sustainable Development, Environment and Parks, Quebec) have requested that more tests be conducted on the tailings and the ore from the new zones.  Tests are currently in progress and the final results are expected in the second half of 2007.

Site Rehabilitation

The site rehabilitation plan for the Project East and West sites was approved by the MRN on May 8, 2000 and cost details were updated to reflect modifications proposed in the Updated Feasibility Study.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Casa Berardi property is located 95 km north of the town of La Sarre, in the James Bay municipality in the Abitibi region of northwestern Quebec and is accessible by road from La Sarre.  A 38 km all-season gravel road off the paved road linking the village of Villebois to the Selbaie mine, provides easy access to the property.  A gravel road links the East and West Mines infrastructure.

The average yearly mean temperature for the area is slightly above the freezing point at 0.8°C.  The average temperature in July reaches 16.8°C while for January it averages -17.9°C.  According to precipitation data gathered between 1961 and 1990, the average annual precipitation is 856 mm of water.  Rain precipitation is more intense in September with an average of 113 mm.

Qualified manpower is readily available from the La Sarre area, a municipality of 7,728 inhabitants (2001 census).  Aurizon is currently relying on experienced staff and personnel with good mining expertise.

The Company has all surface rights required to conduct current mining operations.

Existing surface and underground infrastructure at the East Mine at the time of acquisition by Aurizon included a 55 kilometre long, 120 kV, power line, coming from Normétal, (supplies power to the site); a 2200 tpd mill with expansion capacity to 2600 tpd; a tailings pond composed of three (3) cells, a polishing pond and a process water pond; a crushing plant; a two-storey administrative building covering an area of 1887 square metres with office space including a conference room, a warehouse, a dry, an infirmary, a laboratory, a main garage of 970 square metres, a millwright shop and an electrical shop; a warehouse for reagents and lubricants; a second garage covering an area of 430 square metres used as a core shack; a pumping station; a backfill plant located at the ventilation raise collar; a hoistroom, headframe and a 379 metre deep shaft; a decline down to the 565 metre level; a series of ramp-connected levels.

Surface and underground infrastructures at the West Mine includes:  a headframe, hoistroom and a 5.5 metre diameter, four compartment, concrete lined 760 metre shaft; backfill raise with associated dump station; backfill plant including a compressor room and a ventilation raise intake; additional ventilation raise intake at the portal; settling ponds; pumping station; 380 square metres garage; a dry house with offices and warehouse; a second warehouse; a gate house; a decline down to the 760 metre level providing access to all intermediate levels between 145 and 750 metre levels.

There is no surface infrastructure related to the Principal Zone. A 5 kilometre long track drift joins the East and West Mines and provides access to the Principal Zone at the 280 metre level.

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The following work was completed in 2006 at Casa Berardi:

·

Shaft sinking down to the revised 760 metre level.

·

Construction of the backfill network comprising the cement plant, cement slurry distribution piping, raises for the waste rock, and a concrete collar through the soil cover to surface.

·

Construction of the underground infrastructure including the rockbreaker, grizzly, ore/waste chutes and loading pockets at the 690 metre level.

·

Mill rehabilitation, including the installation of a new gravity circuit, refurbishing of the crushing, grinding, carbon in leach, absorption, and refinery circuits. Refurbishing of the conveyors, piping and electrical wiring is complete and new equipment has been purchased for the assay laboratory and electronics have been installed to optimize the ore feed controls.

·

1,246 metres of ramping, including 841 metres to extend the 113 Zone ramp down to the 740 metre level and 405 metres to extend the Lower Inter ramp down to the 570 metre level.

·

4,682 metres of drifting, including 4,508 metres to develop the 650, 670, 690, 710, and 730 metre levels in the 113 Zone and 174 metres to develop the 570 metre level of the Lower Inter Zone.

·

1,342 metres of raising, including 198 metres of ventilation raising, 273 metres of ore and waste pass raises, 772 metres of fill raises and 57 metres for the load out raises.

·

Rebuilding the existing fleet of mobile mine equipment.

·

On surface, at the West Mine, a new head frame was erected, along with a hoist room, and surface ore and waste bins.  Mechanical and electrical hoist installations were also completed.

The topography of the Casa Berardi Project is generally gentle and is mostly characterised by swamps and thick overburden coverage (up to 60 m locally).  The average elevation varies between 270 and 360 m above sea level. An esker crosses the property south of the West Mine and was once quarried for gravel.  According to the map of ecological regions of Québec, the area falls within the boreal zone and the spruce and moss domain.  The forested zones are characterised mainly by jack pine and spruce and have generally been logged. The project construction area is characterised by swamps and is therefore classified as a bare to semi-bare wetland.  The Turgeon River crosses the property in its western part and Raymond Lake is located to the east of the mines.

History

In 1974, Inco Gold Co. ("Inco") staked the first claims of the Casa Berardi property.  Prior to that, the area had been explored for base metal and iron formation.  The discovery hole was drilled in 1981 and in 1983 a joint venture agreement was reached between Inco and Golden Knight Resources Inc. Subsequent work ultimately led to the opening of the East Mine in 1988 and to commercial production from the West Mine in 1990. In 1991, TVX acquired Inco's 60% interest in the project.

In January 1997, TVX announced the closure of the East Mine followed two months later by the closure of the West Mine.

Aurizon acquired the Casa Berardi assets and mining rights in August 1998.

Between 1998 and 2004, Aurizon conducted surface exploration programs with the objective of defining more resources.  Aurizon completed 390 new holes and deepened 3 previous holes for a total of 145,169 metres.

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In the West Mine area, the main achievement is the discovery of the Zone 113 and 117N to 123 zones.  In the East Mine area, the program led to the discovery of the 140 and 157 zones.  In addition, drilling has been performed along the dip extension down to 1,500 metres.

In 2003, Aurizon initiated an underground exploration program to increase the confidence level in the resources of Zone 113 by drilling from underground access at the 550 m level.  This program upgraded the resources of Zone 113 to the indicated mineral resources category.

In January 2005, Met-Chem Canada Inc. (“Met-Chem”) completed a feasibility study based on the indicated mineral resources above level 700 metres in the West Mine area of the Casa Berardi project.

In October 2005, Roscoe Postle & Associates Inc. completed the Updated Feasibility Study integrating the results from the January 2005 feasibility study and a January 2005 resources estimate both completed by Met-Chem.  See "Updated Feasibility Study" below.

In 2006, Aurizon completed construction and development at the West Mine area and commenced underground mining operations.

Past Production

Previous production at the Casa Berardi underground mine is reported to have commenced at the East Mine in September 1988 and at the West Mine in April 1990.  Mining operations are reported to have been performed from ramps accessing the upper part of the deposits at the East and West Mines, from which a total of 3.5 million tonnes, at an average gold grade of 7.1 grams per tonne, is reported to have been extracted between 1988 and 1997 to produce 688,000 ounces of gold.  

Geological Setting

Regional and Local Geology

The Casa Berardi project is located in the Northern part of the Abitibi subprovince, a sub-division of the superior province, the Archean core of the Canadian Shield. The project area belongs to Harricana-Turgeon Belt (Lacroix 1991, 1994), which is a part of the North Volcanic Zone (Chown et al. 1989).

The regional geology is characterized by a mixed assemblage of mafic volcanics and mostly flyshic sedimentary unit iron formations and graphitic mudrocks limited by large batholith with granodioritic to granitic composition.

Structurally, the property is enclosed in the Casa Berardi Tectonic Zone, a 15 kilometres wide corridor that can be followed over 200 kilometres.  The network of East-West to East-South-East and West-North West ductile high strain zones follows principally lithological contacts.

Property Geology

Stratigraphic Divisions

Property geological environment is centered on the Taïbi volcano-sedimentary domain, which is limited to the north by the Recher batholith and to the south by different volcanic domains of tholeiitic affinity. The Dieppe domain covers half of the south western part of the property and the Turgeon domain lies immediately south of the eastern half of the property. Dieppe volcanism is recognizable by thick (up to 100 m) massive flow or volcanic conduit with sub-ophitic textures indicating a deep volcanic environment with high magma generated rate.

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Well defined sedimentary units in the flyshic sequence, like magnetite rich wacke and conglomerate, can be traced over tens of kilometers without significant facies variations.  Inserted volcanics units with 5 to 15 kilometer extensions inside the sediments have the form lenses shape structures.  Smaller lenses of a few hundred meter width are included inside the Casa Berardi deformation zone.

Structures

The Casa Berardi Fault is defined in the Casa Berardi area by an unconsolidated tectonic breccia corresponding to graphite rich sediment sequence at the base of the Taïbi domain, a northern continuous mafic fragmentary volcanic units and a southern polymicte conglomerate unit.

Alteration and Metamorphism

The regional metamorphism at lower greenshist facies, present elsewhere in the Harricana-Turgeon Belt, is locally influenced by a series of syn-tectonic batholith with associated thermic aureole.  The Recher thermic aureole limit follows the northern limit of the property located at around 2 km from the batholith limit and from the Casa Berardi Fault.  At depth, observations and gravimetric profile linked to metamorphic rocks indicate a contact dipping south toward the Casa Berardi Fault.

Mineralization

Mineralization volumes come from low sulphides quartz veins, centimetric to decimetric quartz veins networks with disseminated sulphides in host rocks and iron formation and pyrite rich chert highly carbonatized.  Gold mineralization can be illustrated schematically by a detachment along a lithological contact showing a strong rheological contrast.  The Casa Berardi vertical fault plane is the main discontinuity. However, near the fault or in the middle of the deformation zone, fold noses in basalt and conglomerate generate quartz vein systems with associated shearing and faulting.  Examples of the two contexts co-exist in each deposit.

Veins contain only minor sulphides (1-3%) including mainly arsenopyrite, pyrite, and trace amounts of sphalerite, chalcopyrite, pyrrhotite, tetrahedrite, galena and gold. Arsenopyrite is the main gold bearing sulphide present in all veins of the deposit.

Exploration and Development

Following the acquisition of the Casa Berardi project, Aurizon commenced a large surface drilling program to investigate the West Mine Area. A total of more than 76,000 metres of core was drilled during the 1998-99 campaign.  The program resulted in the discovery of Zone 113 and other smaller mineralized bodies.  To increase the confidence level of the mineral resources and prove the potential of a mining operation, an underground exploration program was planned and initiated in April 2003 to test the continuity of the mineralization of Zone 113.

In 2003, the West Mine ramp was extended 1,074 metres from the 450 metre level down to the 550 metre level, to provide access to the 113 Zone for metallurgical testwork and to provide drill bases for in-fill definition drilling.  Approximately 44 metres of the exploration drift were complete by year-end, allowing the completion of 1,400 metres of definition drilling.  A further 21,000 metres of surface exploration drilling was completed in the area of Zones 118-120 during 2003.

The major underground exploration program that was initiated in early 2003 at Casa Berardi continued during 2004, along with the substantial completion of a revised feasibility study in early 2005 as well as completion of certain surface infrastructure.  

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In 2004, $25.9 million was invested at the Casa Berardi project for the construction of the surface foundations and shaft collar; a shaft pilot raise from the 550 metre level to surface; 878 metres of exploration drifts; 53,100 metres of exploration and definition drilling; 102 metres of ventilation raising; and 1,590 metres of ramping down to the 550 metre level.

In 2005, $41.1 million was invested at the Casa Berardi project for the completion of two feasibility studies, one in January 2005 based upon mineral reserves above the 700 metre level, and another in October 2005 incorporating mineral reserves down to the 900 metre level; construction of a new headframe, hoist room, ore and waste bins; shaft sinking down 290 metres from surface; 113 Zone ramp extended 1,200 metres down to the 680 metre level; Lower Inter Zone accessed down to the 570 metre level with the completion of 429 metres of ramping and drifting; 685 metres of drifting; 367 metres of ventilation raising; initiation of mill rehabilitation with the refurbishing of the crushing circuits, conveyors and assay laboratory; 33,500 metres of definition drilling from 137 holes; 19,000 metres of surface exploration drilling from 32 holes; and detailed engineering for the shaft and surface infrastructure.

In 2006, the major underground pre-production and exploration program that was initiated in early 2003 at Casa Berardi continued.  As previously disclosed under “Infrastructure” this work was completed in 2006.

In 2006, $74.5 million was invested to fund the aforementioned construction and development work and the following drilling activity:

§

336 definition drill holes totaling 24,578 metres of definition drilling including 185 holes totaling 9,612 metres within the 113 Zone and 151 holes totaling 14,966 metres within the Lower Inter Zone. Information from the definition drilling program is being used to finalise the precise ore stope dimensions. Footwall drifts, which are set 20 metres apart, were used as the collar locations. Results from definition drilling on six working levels of Zone 113 were incorporated into the Updated Mineral Reserve estimate as at December 31,2006. Definition drilling on the Lower Inter Zone was still in progress at year end.

§

48,083 metres of exploration drilling, including 19,779 metres of underground drilling and 28,304 metres of surface drilling. Details of the exploration drilling program are included under “Drilling”.

The Company used two contractors, namely Benoit Drilling Ltd. and Orbit Drilling Ltd., for its 2006 drill programs.

See also “Drilling – Drilling Program 2006 – 2007”.

Drilling

Drilling Program 2003-2005

In April 2003, Aurizon began an underground exploration program to test the continuity of the mineralization of the previously outlined Zone 113. The program included the development of a ramp from level 450 of the West Mine down to level 550 the development of an exploration drift (550 level), and underground drilling of Zone 113  from the 550 level.

The program successfully delineated the mineralized sectors and the relationship between the different lenses interpreted in the earlier model. The new drilling shows that the mineralization is associated with a large folded quartz vein along the Casa Berardi Fault.  Folding is complex and the vein geometry is very variable.

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The quartz vein is located in sedimentary rocks that are predominantly wacke and mudrock types. The Casa Berardi Fault, that runs east-west and has a dip of ± 80 degrees to the south, cuts all the lithologies and mineralization. North of the fault, the rock type changes to a thick sequence of wacke that is very homogeneous. Gold grade from sample to sample is very variable, however vein grade is quite consistent. High grade portions are associated with free gold mineralization that is easily observed in the core.

Hole collars were surveyed by mine surveyors. Hole deviations were measured using Reflex instruments that provide azimuth and dip at intervals of 50 meters. In addition, dip angles were measured at intervals varying from 6 to 25 meters along the hole using Microsync or Easy Dip instruments. All of these instruments provide accuracy well below one degree.

Drilling Program 2006 – 2007

Development and definition drill programs are currently underway with the objective of increasing the Casa Berardi project’s initial six year mine life.  

In 2006, drilling activity was prioritized on definition drilling of Zone 113 and the Lower Inter Zone required for finalizing stope design and access, and an underground program in the area of Zones 118-120 to follow up on inferred resources that had previously been identified by wide spaced surface drilling.  Surface drilling tested targets in the area of the Principal Zone and extended the mineralization contained in the crown pillar of the East mine.

Zone 123-S

The most significant discovery of mineralization to date outside of the Casa Berardi fault (Zone 123-S), located 350 metres south and 900 metres east of the existing West Mine infrastructure, was made at Casa Berardi during the exploration program in 2006.  Two surface master holes, drilled approximately 100 metres apart, returned intersections (along the hole) of 32.7 grams of gold per tonne over 13.8 metres and 13.1 grams of gold per tonne over 11.6 metres, approximately 650 metres below surface. Short wedge holes drilled 10 metres above each master hole, returned respectively 10.2 grams of gold per tonne over 13.8 metres and 6.4 grams of gold per tonne over 11.5 metres.

The South fault is the southern branch of the gold bearing fault system, while the Casa Berardi fault represents the northern branch. Both faults merge together to the west in the area of the Lower Inter Zone and approximately 600 metres east of the new Zone 123-S discovery.

Historic deep drilling was focused on intersecting the extension of the Casa Berardi fault and generally intersected the South fault above the 500 metre elevation. Mineralization was encountered only in the area of the South West Zone and Zone 123.  Deep exploration along the South fault remains open at depth and along strike.

Zone 122-Deep

During 2006, underground exploration also intersected high grade mineralization along the Casa Berardi fault (Zone 122-Deep) in the same area. Intersections returned 12.2 grams of gold per tonne over 9.9 metres and 12.2 grams of gold per tonne over 7.2 metres.

Two surface drill rigs will be active in 2007 in the area of Zone 123-S and 122-Deep.  Aurizon is currently evaluating various scenarios to access the zones, including the possible development of a new underground exploration drift from the 850 metre level of Zone 113, in order to test the dip extension of both zones, down to 1,500 metres.  In the short-term, Aurizon will extend the current exploration drift on the 550 metre level, by approximately 200 metres, in order to drill Zone 123-S, on closer spacing, from underground.

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Zones 118-120

Underground drilling was performed in 2006, from the 550 level exploration drift, in the area of Zones 118-120, which had previously been discovered by surface drilling. Mineralization differs from Zones 113 and Lower Inter, because gold is usually associated with disseminated sulphide and stockwork rather than large and continuous quartz veins. As a result, the geological block model has been updated and remodeled by Scott Wilson RPA and a new inferred mineral resource has been estimated (Refer to “Mineral Reserves and Resources”).

Principal Zones

During 2006, a wide-spaced  surface drill program was conducted in the area of the Principal Zones The majority of the Principal Zones are located north of the Casa Berardi fault, 1,000 metres east of the new production shaft. Two holes intersected the Principal Zones, north of the Casa Berardi fault and returned 29.7 grams per tonne of gold over 20.5 metres and 20.1 grams of gold per tonne over 1.5 metres. Rehabilitation of the 280 metre level track drift, which connects the West Mine area to the shaft located at the East Mine, is planned for 2007.The drift can then be used for an underground drill program on the Principal Zones.

In 2007, Aurizon will utilize at least two underground and two surface drill rigs to upgrade existing mineral resources and add new mineral resources in 2007, as follows:  Approximately 8,000 metres of underground drilling, on 25 metre spacing, will be performed in the area of Zones 118 – 120 and Zone 115 to increase the confidence level of the resources.  

The 550 track drift will be extended to the east by approximately 200 metres in order to provide access to drill the recently discovered Zone 123-S from underground.  Surface drilling will continue with two rigs operating in the area of the 122-Deep Zone and east of the Principal Zone.

East Mine crown pillar

During 2006, approximately 6,000 metres of drilling was performed in the area of the East Mine crown pillar providing information that has been incorporated into an updated mineral resource estimate.  See "Updated Mineral Reserves and Resources".

Sampling and Analysis

The drill core is washed, verified for continuity, recovery rates and accuracy of the length. Core from underground is photographed to record rock quality. Following that, RQD measurements are carried out for the entire length of the drill core.  A geologist describes the core’s geology and records geological and structural data into a digital logging package.  Approximately 20 to 40% of bore hole’s length is typically sampled. Sample lengths average 1.3 metres.

Four laboratories were used for first assays; SGS of Rouyn Noranda, Techni-lab of Ste-Germaine Boulay, Swastika Laboratory at Swastika Ontario and the mine site laboratory.

At SGS laboratory (“SGS”) a 30 gram sub-sample is prepared and weighted for assay.  For exploration samples, fire assays with a detection limit of 5ppb with an atomic absorption finish are used for a first run. All results above 3000 ppb are re-assayed with the same method using a detection limit of 0.1g/t with a gravimetric finish.  SGS has its own Quality Assurance and Quality Control (“QA/QC”) program that consists of insertion of blank samples at a rate one Certified Reference Material (CRM) and pulp duplicates.

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At Techni Lab laboratory, a 30 gram sub-sample is prepared by multiple splits and weighted for assay. For exploration samples, fire assays with a detection limit of 5 ppb with an atomic absorption finish are used for a first run. All results above 1000 ppb are re-assayed with the same method using a detection limit of 0.3 grams/tonne with a gravimetric finish.

At Swastika laboratory, a 30 gram sub-sample is prepared and weighed for assay.  Each 30 gram sample is analysed by the Fire Assay method using the gravimetric finish.  Swastika  has its own QA/QC program that consists of insertion of blank sample, Certified Reference Material (CRM) and pulp duplicates in each batch analysed.

At the mine site laboratory, a 30 gram sub-sample is prepared and weighed for assay.  Each 30 gram sample is analysed by the fire assay method using the atomic absorption finish.  The mine site lab has its own QA/QC program that consists of insertion of blank samples, Certified Reference Material (CRM) and pulp duplicates in each batch analysed.

All assay results from the external laboratories are sent electronically to the mine site and transferred automatically into the drill data base following an appropriate procedure to avoid duplicate sample results. The original signed assays certificates are sent by post with a lab official’s signature.

Quality Assurance and Quality Control  (“QA/QC”)

In completing the primary lab QA/QC program, Aurizon inserts commercial standard material of different grades at a rate of 4%. Results have been monitored upon receipt of each certificate and all values outside 10% from expected grade on standard are re-assayed using the whole sample batch pulps.

For the entire 2006 drilling program, the control lab for both the mine geology and exploration programs was ALS Chemex of Val d’Or. Around 10% of the sample pulps and approximately 5% of the coarse rejects coming from primary labs are re-assayed with the same fire assay with gravimetric finish technique. ALS Chemex has it own QA/QC program that include for each certificate a series of blank, duplicates and standards corresponding to approximately 20% of samples submitted.  QA/QC program results are sent to Aurizon with every assay certificate.

Updated Mineral Resource and Mineral Reserve Estimates

In October 2005, RPA completed the Updated Feasibility Study on the Casa Berardi project.  The Updated Feasibility Study integrates the results of a feasibility study and a resource estimate, both completed by Met-Chem in January 2005, with subsequent updating information from Aurizon, and independent assessment by RPA.  The Met-Chem feasibility study was based on reserves above the 700 metre level, and the resource estimate covered the area below the 700 metre level.  

Casa Berardi mineral resource and reserve estimates as at December 31, 2006, implementation and the quality control program are supervised by Jeannot Boutin, Mining Geology Superintendent, with the assistance of Bernard Salmon and Jason Cox of Scott Wilson RPA, “qualified persons” as defined by National Instrument 43-101.

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Mineral Reserves

Table 1-1 below summarizes the updated mineral reserves estimate for Casa Berardi as of December 31, 2006.  Mineral reserve estimates are supervised by Jeannot Boutin, Mining Geology Superintendent , and have been audited by Bernard Salmon and Jason Cox of Scott Wilson RPA, all “qualified persons” as defined by National Instrument 43-101.  

MINERAL RESERVES – December 31, 2006

Casa Berardi Mine

Zone	Category	Tonnes	Grade (grams/tonne Gold)	Contained Ounces
113	Proven	622,000	10.66	213,100
113	Probable	2,160,000	8.87	616,200
Lower Inter	Probable	1,190,000	6.08	232,600
South West	Probable	420,000	4.12	55,600
North West	Probable	179,000	5.52	31,900
111	Probable	53,000	5.02	8,600
Low-Grade Dev.	Probable	89,000	3.88	11,100
Total		4,713,000	7.72	1,169,100

Notes:

1.

CIM definitions were followed for Mineral Reserves.

2.

Mineral Reserves are estimated at a cutoff grade of 4 g/t Au.

3.

Mineral Reserves are estimated using an average long-term gold price of US$485 per ounce and a US$/C$ exchange rate of 1:1.10.

4.

A minimum mining width of three metres was used.

5.

Bulk density is 2.70 tonnes per cubic metre  for 113 Zone, and 2.77 tonnes per cubic metre for other zones.

The following assumptions used in the estimate of reserves in the Updated Feasibility Study were used in the estimates of Mineral Reserves as at December 31, 2006.

Mineral reserves were estimated for a longhole open stoping mining method without pillars, mined in a primary-secondary sequence.  Stopes will be backfilled after mining using cemented rock fill or unconsolidated waste rock.  A 97% mining extraction was applied to stopes in all zones.

Dilution was estimated using results from geomechanical modelling of hangingwall and footwall stability.  An allowance was added for backfill dilution.  Across all mining zones, dilution averages 14%.

Mineral Resources

The mineral resource estimates for the Casa Berardi Project as at December 31, 2006, are summarized in the tables below.  Total measured and indicated resources, excluding the portion of undiluted resources that have been converted into mineral reserves, are estimated at 3,097,000 tonnes at 5.3 grams/tonne gold.  Estimated inferred resources are 5,027,000 tonnes at 6.6 grams/tonne gold.  Mineral resources are classified based on density of drill hole data and continuity of the auriferous zones.

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MINERAL RESOURCES ESTIMATE Casa Berardi Mine As at December 31, 2006
	Tonnes	Grade Grams/tonne	Gold Ounces
Measured Mineral Resources
Zone 113	38,000	7.3	9,000
East Mine Crown Pillar	291,000	4.3	41,000
Indicated Mineral Resources
Zone 113	500,000	3.7	60,000
Zone Lower Inter	298,000	5.4	52,000
Zone 111	40,000	5.4	7,000
Zone South West	323,000	4.6	47,000
Zone Inter	124,000	4.4	18,000
Zone 109	68,000	8.6	19,000
Zone 115	39,000	15.1	19,000
Zone Principal	655,000	6.2	131,000
East Mine Crown pillar	617,000	4.6	91,000
East mine underground	104,000	9.6	32,000
Total measured and indicated resources	3,097,000	5.3	526,000
Inferred Mineral Resources
Zone 109	-	-	-
Zone Lower Inter	115,000	6.6	25,000
Zone North West	-	-	-
118-120	1,141,000	6.9	254,000
Zone Principal	2,963,000	6.5	615,000
East Mine	808,000	6.4	166,000
Total inferred resources	5,027,000	6.6	1,060,000

Notes:

1.

All of the above mineral resource estimates have been audited by Scott Wilson RPA.  Indicated mineral resources are exclusive of mineral reserves.  Mineral resources which are not mineral reserves do not have demonstrated economic viability.

2.

CIM definitions were followed for Mineral Resources.

3.

Mineral Resources are estimated at cutoff grades of 4 g/t Au for 113, Lower Inter, 111, NW, and SW zones, 1.3 g/t Au for the East Mine Crown Pillar (open pit), 4.31 g/t Au for the rest of the East Mine, and 3 g/t Au for all other zones.

4.

Mineral Resources are estimated using an average long-term gold price of US$485 per ounce, and a US$/C$ exchange rate of 1:1.10.

5.

Minimum underground mining widths of three metres were used.

6.

Totals may not represent the sum of the parts due to rounding.

7.

Mineral Resources are exclusive of Mineral Reserves.

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Mining Operations

Mining Method

The selected mining method is sequential transversal and longitudinal long hole when the vein is larger than 10 metres and longitudinal long hole retreat when the vein is less than 10 metres.  In areas where the fault is wider, the sequential mining method will also be used when the vein is less than 10 metres.  When the vein is larger than 20 metres, it is divided into panels and mined from the hangingwall to the footwall.  The stoping sequence includes cemented rockfill of the primary stoping sequence, cemented and unconsolidated rockfill for the longitudinal retreat and unconsolidated rockfill for secondary stoping sequence.  Due to ground conditions encountered in 2007, longitudinal retreat mining is no longer included in current mining plans for Zones 113.  Mineral reserves as of December 31, 2006, reflect this change, including increased development requirements.

Stope dilution has been calculated from numerical modeling on the basis of the stability of the stope openings, ore deposit geometry and mining method.  The amount of dilution was reduced for stopes of smaller dimensions on the fringes of the zone, and increased for stopes with unfavourable geometry.  In addition, each stope was assigned a backfill dilution percentage based on number of walls standing against the fill and the type of mucking floor.

Life of Mine Plan

The mine plan outlined in the Updated Feasibility Study envisaged  initial production of 1,600 tonnes per day commencing in the fourth quarter of 2006, gradually increasing to 2,200 tonnes per day by the first quarter of 2008, as additional working places are developed. Mining operations commenced in early November, 2006 and  68,481 tonnes were milled in 2006 at an average grade of 8.6 grams per tonne. Mill recovery was 93.9% to produce 17,731 ounces of gold.  The average ore grade milled of 8.6 grams per tonne and mill recoveries of 93.9% compare favorably with the grade estimated in the Updated Feasibility of 8.0 grams per tonne and anticipated mill recoveries of 92%. The Updated Feasibility Study had expected production to commence in October, 2006 and production of 115,300 tonnes in 2006.

Production Estimates

The Updated Feasibility Study envisaged production of 1,092,000 ounces of gold from 4.8 million tonnes of ore over an initial mine life of 6.2 years. Aurizon will review the life of mine plan on a regular basis to reflect the actual operating experience and results achieved, particularly in the initial months of production. Aurizon estimates that gold production in 2007 will be approximately 165,000 to 175,000 ounces at an estimated total cash cost of US$265 to US$ 285 per ounce, using a C$/US$ exchange rate of 1.15 .

The mine plan in the Updated Feasibility Study forecast that 4,804,100 tonnes would be milled during the reserve life of 6.2 years at an average grade of 7.8 grams per tonne RPA generated a base case pre-tax cash flow projection for the Casa Berardi Project for the life of mine using a gold price of US$400 per ounce and an exchange rate of US$1.00 = $1.25.  On a stand-alone basis, the undiscounted pre-tax cash flow of the Casa Berardi Project totals $107.2 million over the mine life, and simple payback occurs near the mid-point of 2009 (32 months from start of production).  Average annual gold production during operation is estimated at 177,000 ounces per year.  Net present value at a 5% discount rate is $67.6 million, and the internal rate of return is 23%.

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The pre-tax cash flow projection estimated in the Updated Feasibility Study for the Casa Berardi Project was based on the key criteria and assumptions set forth in the following table:

Revenue Assumptions	Cost Assumptions
2,200 tonnes per day mining from underground (803,000 tonnes per year).	Pre-production period: 19 months (April 2005 to October 2006).
Mill recovery by zone averaging 91%.	Mine life: 6 years.
Reduction in ounces for gold entrained in mill circuit.	Life of mine production plan as described above
Gold at refinery 99.965% payable.	Mine life capital totals $139.6 million.
Exchange rate US$1.00 = C$1.25.	Average operating cost over mine life or $61.91 per tonne milled.
Metal price: US$400 per ounce gold.
Net smelter return includes doré refining, transport, and insurance costs.
Revenue is recognized at the time of production.

Cash Flow Projection

The Company does not as a matter of course make public projections as to future sales, earnings or other results.  The projected capital expenditures, production estimates, cash flow and other projections included in this Annual Information Form have been prepared by the Company.  These projected capital expenditures, production estimates, cash flow and other projections have been included in this Annual Information Form based on the requirements of Canadian securities regulations and were not prepared with a view toward compliance with the published guidelines of the United States Securities and Exchange Commission ("SEC") or the guidelines established by the Canadian Institute of Chartered Accountants or the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.  The cash flow projections are subjectiv e in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and recent developments.    Accordingly, there can be no assurance that the assumptions made in preparing the cash flow projections for the Casa Berardi Project will prove accurate, and actual results may be materially greater or less than those contained in the cash flow projections.  For these reasons, as well as the bases and assumptions on which the cash flow projections were compiled, the inclusion of such cash flow projections herein should not be regarded as an indication that the Company, or any of its representatives, considers such information to be an accurate prediction of future events, and the cash flow projections should not be relied upon as such.  The Company does not intend to update or otherwise revise the cash flow projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions are shown to be in error.

On January 24, 2007, ore extraction at the Casa Berardi mine was suspended as a result of higher than expected sloughing of ore material falling in the production stopes.  Mining operations resumed on February 8, 2007 following remedial steps to provide additional ground support.  Production is gradually increasing back to the initial planned rate of 1,600 tonnes per day and is then expected to ramp up to 2,200 tonnes per day over the next twelve months.  Based upon the current mine plan, it is estimated that Casa Berardi will produce approximately 165,000 – 175,000 ounces of gold in 2007 at an estimated total cash cost of US$265 - $285 per ounce, using a Cdn$/US$ exchange rate of 1.15.  

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Any strengthening of the Canadian dollar relative to the U.S. dollar will have a negative impact on earnings as the price of gold is denominated in U.S. dollars which are then converted into Canadian dollars to pay the Canadian operating costs.  Using a US$600 gold price, a one cent change in Cdn$/US$ exchange rate would have a $1.0 million impact on cash flow.  A US$10 per ounce change in the price of gold would have a $1.9 million impact on cash flow.  

A one gram change in the gold grade of the projected 2007 ore production  would have a $13.0 million impact on cash flow, using a US$600 gold price and a Cdn$/US$ exchange rate of 1.15.

During the first quarter of 2007, the Casa Berardi mine will be in the commissioning and ramp-up phase of operations.  Gold sales prior to achieving commercial production will not be reflected in the statement of operations. These gold proceeds will instead be deferred together with operating costs.  Achievement of commercial production will be deemed established upon reaching certain operating levels of mining and milling for a sustained period of time, and is expected in the second quarter of 2007.  In accordance with the terms of the project debt facility, the Casa Berardi mine is also required to meet certain operating performance benchmarks, as stipulated by the lenders, in the second half of 2007.

Containment of mine site operating costs will be a challenge in 2007 as a tight labour market, higher materials, hydro and fuel costs continue to add cost pressures.  The remedial steps implemented in the first quarter of 2007 involve additional ground support and may lower productivities, which could also impact operating costs.

Capital Costs

Pre-production Capital Costs

Pre-production capital cost were estimated at $102.6 million in the Updated Feasibility Study.  The estimate covered the work required to bring the Casa Berardi Project into production and included pre-production costs incurred from April 2005 to October 2006.  Actual construction costs, including an estimated $5.9 million for work still to be completed at December 31, 2006, total $103.6 million, a $1.0 million increase from the original estimate.

Sustaining Capital Cost Estimate

The sustaining capital costs estimate of $36.9 million in the Updated Feasibility Study includes costs relating to contractor mine development, extension of the mine communications network, tailings management, repayment of government loans and mine reclamation and closure.  Costs are scheduled from the start of production in the fourth quarter 2006 through to the end of the mine life, currently projected to 2012, and into 2013 for reclamation and closure activities.  

In 2007, sustaining capital costs are estimated to be $21.9 million, an increase of $9.8 million over the $12.1 million estimate for 2007 provided for in  the Updated Feasibility Study. Major variances are related to certain pre-production construction and development costs deferred until 2007 of $5.9 million and certain costs not provided for in the Updated Feasibility Study.

Operating Cost Estimate

Estimated operating costs in the Updated Feasibility Study, averaged $62 per tonne. As Casa Berardi is currently in the start-up phase of operations, and will not be at full production rates until early 2008, it is too early to assess to what degree the aforementioned average cost is attainable in the current environment of increasing costs and tight labour market.  See Risk Factors.

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Mine Life and Payback Period

The mine and mill complex are designed to produce and process 803,000 tonnes of ore per year at a rate of 2,200 tpd.  The Updated Feasibility Study states that it is anticipated that a total of 4.8 million tonnes of ore grading 7.8 g/t Au will be mined from the 113, Lower Inter, South West, North West, and 111 Zones.  

Production and development have been scheduled for the complete mine life of six years of operations from November 2006 to the end of 2012.  Development was compiled by individual heading, measured from conceptual mine plans, and scheduled monthly.  The Updated Feasibility Study provides that mine life development rates average 13.4 metres per day, peaking in 2007 at 20.8 metres per day, and declining to 8.8 metres per day in 2012.

It is estimated that Casa Berardi will produce in excess of 1,000,000 ounces of gold over an initial six year mine life.  

JOANNA GOLD PROJECT

The information contained under the following headings in this Annual Information Form that is of a scientific or technical nature relating to the Joanna Gold Project has been prepared by or under the supervision of Ghislain Fournier, P. Eng., Corporate Development Manager of the Company and a "qualified person" as the term is defined in NI 43-101, except as disclosed.

Pursuant to a letter of intent dated June 29, 2006, the Company has an option to earn a 100% interest in the Joanna Property, subject to a 2% net smelter royalty, by incurring exploration expenditures of $3.5 million over three years, payments of $500,000 in cash or shares and the issuance of 50,000 shares of the Company, of which $121,950 in cash and 7,500 shares at a fair value of $28,050 have been paid and issued to December 31, 2006.  On October 13, 2006, 50,000 shares were issued at a fair value of $149,000 pursuant to the option agreement.  Exploration expenditures of $1 million must be incurred by the first anniversary of the date of the letter of intent, of which $119,219 had been incurred as at December 31, 2006.  An advance royalty of $500,000 is payable upon completion of a feasibility study on the property.

Joanna - Aurizon

Aurizon has also acquired, for cash, a 100% interest in three claims from Terrence O’Connors.  The claims are situated along the eastern boundary of the property and along the strike of the gold bearing system.  Aurizon plans to initiate a surface drill program on these claims in 2007.

Joanna – Henriksen

Aurizon has signed a letter of intent to acquire, by way of option, a 100% interest in the Henriksen block, subject to a 2% net smelter royalty, from Crus Tal Exploration.  The property comprises twenty claims along the north-western boundary of the property and along the strike of the gold bearing system.  Aurizon plans to initiate surface exploration on this property in the summer of 2007.

To earn a 100% interest in the Henriksen Property, Aurizon will be required to incur aggregate exploration expenditures of $350,000 and make cash payments totaling $100,000, over three years.

Property Description, Location, Accessibility, Climate, Local Resources, Infrastructure and Physiography

The property is made up of 67 claims covering 1580 hectares and is located along the Cadillac Break, 20 km east of Rouyn-Noranda, Quebec just off Highway 117.  The town of Rouyn-Noranda hosts various mining supply companies and suppliers.  The property is accessible via a gravel road to the old shaft collar of the Hosco mine. Some concrete slabs remain as evidence of the previous mining activities.  The north-south gravel road crosses a railway line, which runs east-west.  The railway line does not pass over any previously identified gold mineralization.

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Gescad Inc. manages the mining titles for Aurizon and produces an update on the titles once a year. All statutory work and tax payments are in good standing.

Aurizon is currently conducting exploration activity on the property comprising diamond drilling, re-sampling core from previously drilled holes and geotechnical investigation of the overburden, all in accordance with government regulations.

The deposit lies beneath a swamp and the overburden thickness ranges from 5 to 14 metres based on available information.

Due to the prevalence of the swamp, it is preferable and easier to perform surface drilling in the winter months  If drilling is to occur in summer, special authorization will be required as the area is classified as a wet land as per the Article 22 of the Law on the Protection of the Environment of the Province of Quebec.

The average yearly mean temperature for the area is slightly above the freezing point at 0.8°C.  The average temperature in July reaches 16.8°C while for January it averages -17.9°C.  According to precipitation data gathered between 1961 and 1990, the average annual precipitation is 856 mm of water.  Rain precipitation is more intense in September with an average of 113 mm.

Gold mineralization is found in veins within a package of sedimentary units along a 5 kilometre stretch. The property was mined previously from underground to a maximum depth of 200 metres.  Historic production grades were estimated at 6.5 grams/tonne gold and a total of 46,000 metric tonnes were mined.

History

The Joanna (formerly known as Hosco) gold property has been explored over the last sixty years, as indicated below:

1944-1945:

Magnetic survey and 81 diamond drill holes totalling 20,000 metres.

1946:

Sinking of an inclined shaft (55°) to a vertical depth of 131 metres.  Three working levels developed, at 40 metres, 80 metres, 120 metres below surface.

1946-1947:

Completed drifting and crosscutting on the three levels as indicated below:

Level	Vertical Depth	Drifts + Crosscuts
	Metres	Metres
1	40	95
2	80	1042
3	120	1262
	Total:	2399

1948-1949:

Production at a rate of 100 tonnes/day. A total of 45,872 tonnes grading 6.58 grams of gold per tonne were extracted from 9 shrinkage stopes and milled at the nearby mill of McWatters Gold Mines Ltd.  Mill head was reported as 4.90 grams of gold per tonne.

1949:

Production ceased. Proven reserves reported of 75,344 tonnes, grading 9.60 grams of gold per tonne.

1949-1972:

No work performed.

1972:

The property is staked by G. and Y. Vezina.

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1973:

Ore reserves calculations by Derry, Mitchener and Booth: probable and possible reserves estimated at 954,556 tonnes, grading 5.14 grams of gold per tonne.  These are reported historical estimates prepared prior to NI 43-101 and are provided only as information regarding historical work conducted by previous owners.   To the Company's knowledge the estimates were not based upon current CIM reserves definitions.  The estimates have not been verified or validated by the Company and should not be relied upon.  See "Joanna Gold Project - Mineral Reserves" and "Joanna Gold Project - Mineral Resources".

1979:

Soquem acquires the mining rights. Re-logging of the 1944-1945 diamond drill holes.  Some sections are re-assayed.

1980-1981:

Soquem drilled 7 holes totalling 1,128 metres.  Compilation of previous work resulting in a revised estimation of ore reserves by Soquem, calculated as 612,440 tonnes grading 4.30 grams of gold per tonne in the probable and possible categories.

1984:

SASU Investments Inc. options the property.  An economic evaluation by Roche Ltd. resulted in outlining comparable ore reserves as that completed by SOQUEM.  Ten diamond drill holes totalling 2,988 metres were completed.

1985:

Jean Descarreaux and Associates Ltd. completed an economic assessment and review of the SOQUEM estimates.

1986-1987:

Louvicourt Mining Management Ltd., (“LMM”) agent for Eastern Mines Ltd. and Silver Sceptre Resources Ltd. completed a $4.1 million exploration program consisting of 9,798 metres of diamond drilling to a depth of 100 metres, 389 metres of overburden drilling, 484 metres of exploration ramping to a vertical depth of 80 metres, 238 metres of drifting, 20 metres of raising, and extraction of approximately 21,555 tonnes of mineralization stockpiled on surface. The surface stockpile remains in place.

Metallurgical testing of four 10 kg drill core samples by Canmet (Canada Center for Mineral and Energy and Technology) and the Centre de Recherche Minerales in Sainte Foy Quebec and metallurgical testing of one composite core sample by Lakefield Research was also completed. A sample of the Lakefield flotation concentrate was sent to Hydrochem Developments for an evaluation of the NITROX process using the Hosco gold mineralization.

The metallurgical test results ofdirect traditional cyanidation of the mineralized rock showed recoveries in the 55% range.  Several tests with pressure oxidation and PH variations and even bacterial attack showed gold recoveries ranging from 39.66% to 96.97%.  Cyanidation of flotation concentrate without grinding optimization showed gold recoveries of 92.2% in 8.9% of the weight and 95.9 % in 18% of the weight.

A total of 15 grab samples of Hosco mineralization and 15 grab samples of Hosco barren waste rock was collected in order to estimate the specific gravity of the Temiskaming Group sediments and the gold-bearing mineralization.

1997:

The access ramp was blocked and the portal was filled in at the request of the Minister of the Environment of Quebec for security purposes.

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1998-2004:

1149127 Ontario Inc. acquires 100% interest in the property, subject to a 1% net smelter royalty held by Cambior Inc. (now IAMGOLD).

1149127 Ontario Inc. transferred its interest to 90569 Canada Inc.

2004:

Chris Davis, Mr. Sc., P. Geo, former project geologist for LMM completed an assessment of the historical work on the property for 90569 Canada Inc.

2006:

Aurizon optioned the property in June 2006 from 90569 Canada Inc. as previously described.  Compilation and computerization of the historical data and commissioning of an independent resource estimate by Geostat Systems International Inc.

2007:

Aurizon commences exploration program involving diamond drilling and re-assaying of core from previously drilled holes. Completion of a NI 43-101 compliant historical resource estimate by Geostat Systems International Inc. (“Geostat”).

Geological settings

The Joanna property (formerly the Hosco) is situated in Joannes Township in the south central portion of the Abitibi Greenstone Belt, within the Superior structural province of the Canadian Shield. All rocks are Archean in age except for the late crosscutting Precambrian (Proterozoic) diabase dykes.

The Rouyn-Noranda mining district is well known for its base metal deposits associated with volcanic rocks but several gold deposits in the immediate vicinity of the Cadillac Break (fault) have been defined over the years.

Thick sequences of Early Precambrian lavas ranging from acidic to basic in composition trend eastward across the region. Pyroclastic equivalents of the lavas and sedimentary rocks occur intercalated with the volcanic lavas. The volcanic and sedimentary assemblages typically tend east-west and dip between 45° and 80° north.

A wide variety of intrusive rocks ranging from peridotite to pegmatite occur throughout the region. Late Precambrian diabase dykes trend northeast-southwest and occur discordant to all lithologies.

The sedimentary and volcanic rocks have been metamorphosed to greenschist facies with localized zones of amphibolite facies.

Deformation within the sediments is weak to moderate as a result of the high grade metamorphism. Interlayered mafic units are strongly deformed with tectonic breccias and gauge associated with the Cadillac fault system.

Gold enrichment is adjacent to the mafic unit, and is related to fine grain arsenopyrite in a biotite rich matrix. Narrow, widely spaced, quartz veins with higher grades have been intersected.

The main structural feature of the region is the Cadillac Break. It is a large-scale regional tectonic feature extending for 200 km from Kirkland Lake Ontario to Val d’Or Quebec. It generally strikes east-west and dips northward and is characterized by a wide zone of talc-chlorite schist separating the Temiskaming and Cadillac groups. Other local scale northeasterly trending faults occur throughout the region.

A number of gold showings occur in the region typically associated with the Cadillac Break. Besides the old Hosco and Heva mines, the previously mined McWatters gold mine is the best-known gold deposit near the property.

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Mineralization

Gold mineralization has been identified in two different geologic settings; as Temiscaming Group quartz veinlet-rich horizons and veins and as specks and disseminations of sulphide within the Pontiac Supergroup sediments.

Historically, eight zones of gold mineralization were defined within access of the current Hosco underground workings above a depth of 140 metres. These include the A, B, C, D, E, BFH, GD and Double D zones. The A, B, C, D, E, BFH and GD zones occur between sections 8310 E and 9230 E, and have a strike lengths ranging from 500-900 metres. The mineralization occurs as discontinuous, possibly westward, plunging lenses. Each zone has been explored to a depth of approximately only 140 m and remains open to depth and along strike to the east and west.

The Hosco Double D Zone occurs within the Pontiac Supergroup sediments and is characterized by quartz veinlets with specks and disseminations of pyrite and arsenopyrite. It has a confirmed strike length of 200 metres, averages 10 metres thick and has been defined to a depth of 80 metres. It has been defined by surface drilling and with 1987 underground excavations from the new ramp. It occurs, the result of the merging of the GD, D and E zones of mineralization. The Double D Zone is not continuous to surface as it separates into smaller individual zones of mineralization 10 metres below the bedrock-overburden interface and would appear to not be mineable by open pit.

Similar gold mineralization as the A, B, C, D, E, BFH and GD zones occurs 1,200 metres west of the Hosco underground workings (Hosco West Zone). It has been intersected in drill hole 79-1 above a depth of 50 metres. It occurs within Temiskaming Group sediments as quartz veinlet-rich horizons and veins and may represent the western extension of the mineralization defined within the workings or a possibly new ore zone.

Exploration & Drilling

In 2006, Aurizon computerized and validated the historical data available on hardcopy documents and has also converted the imperial data into metric when it was necessary to do so.

The Company has also initiated a first phase diamond drill program aimed at testing the extension of mineralization to a 500 metre vertical depth.  In addition, the Company is re-assaying core recovered from previously drilled holes to check the grades and widths previously reported and included in the data base. Aurizon is also sampling core sections which had not previously been assayed.  

Previous surface and underground exploration by previous operators focused mainly on a stacking of high grade veins close to a brittle fault.  The veins are, in fact, included within a 100 to 190 metre wide lower grade halo of 0.5 to 2.0 grams of gold per tonne.  Compilation of existing data indicates that the corridor extends along an 1,800 metre east-west trend and can be followed down to a depth of 400 metres.  Mineralization follows multiple distinct zones, along a dip of 50^o to the north with a western plunge.

As a result of compilation of existing data, potential for a low grade, high tonnage deposit has been identified within the limit of the property, between the surface and 400 metres.

Drilling program

Eighteen (18) holes totaling 6,200 metres have been completed by Aurizon to date. The drilling contractor is Benoit Drilling Ltd.  Management of the program is by Aurizon personnel and geologists under contract to Aurizon. From the results of the current drilling, it appears that mineralization resembles metamorphosed, sediment hosted, disseminated sulphide rather than the expected quartz vein association.  Deformation within

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the sediments is weak to moderate as a result of the high grade metamorphism.  Interlayered mafic units are strongly deformed with tectonic breccias and gauge associated with the Cadillac fault system.  Gold enrichment is adjacent to the mafic unit, related to fine grain arsenopyrite in a biotite rich matrix.  Narrow, widely spaced, quartz veins, which return higher grades, have been intersected.

Re-assaying of existing core

Ninety (90) historical holes have been recovered.  Core has been systematically re-assayed.  Results from the first twenty two (22) holes have been received to date.

Re-assaying of core from previous drill holes confirmed the grades and widths of the historic intersections.  In addition, sampling of core sections, which had not previously been assayed, returned similar grades. As a result the average width of the zone could be extended to 23 metres which is 24% wider than previously estimated.

Quality Control

Core assays are performed on core sawed in quarter or in half, with standard fire assay procedures and atomic absorption finition and gravimetric finition for samples above 1 gram of gold per tonne.  Certified reference material and blanks are inserted in the sample sequence for quality control.  Assay checking on the pulp and reject samples are carried out systematically.  Exploration primary assaying is performed at Labexpert and check assays are carried out by ALS Chemex of Val D’Or.  

Drill hole planning, implementation and the quality control program is supervised by Martin Demers, Exploration Manager, an appropriately qualified person as defined by National Instrument 43-101.

Mineral Reserves

There are no mineral reserves at this stage of the project.

Mineral Resources Estimate

Geostat Systems International Inc. (“Geostat”) was commissioned by Aurizon to prepare a mineral resource estimate as at December 31, 2006, based on data available from drill holes completed by previous operators, in accordance with the Standards of Disclosure for Mineral Projects as defined by N1 43-101.  Results are as follows:

JOANNA MINERAL RESOURCE ESTIMATE – December 31, 2006
	Indicated			Inferred
Cut-off grade (grams per tonne)	Tonnes	Gold Grade Grams/tonne	Gold Ounces		Tonnes	Gold Grade Grams/tonne	Gold Ounces
0	5,505,000	1.76	310,700		23,392,000	1.48	1,116,500
0.5	5,398,000	1.78	308,800		21,838,000	1.57	1,102,500
1	4,583,000	1.95	288,400		16,244,000	1.84	962,800

1.  The above figures exclude historical production and numbers are rounded.

The mineral resource estimate reflects the status of the Joanna project as of December 31, 2006, and does not take into account the new Aurizon drilling program currently in progress nor re-assay and extended sampling. Data from three hundred and eighty one (381) drill holes completed by previous operators have been used for the mineral resource estimate.  The holes were drilled between section 7300 East and 9500 East down to 400

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meters with an average spacing of forty metres.  Aurizon has computerized and validated the historical data available on hard copy documents and has also converted the imperial data into metric as necessary.  In preparing the mineral resource estimate, Mr Claude Duplessis, ing, Manager, Geostat Systems International Inc., visited the site early 2007, and has taken independent samples from the on-going drilling campaign and has also reviewed the core and data.  

Mineralization appears to be metamorphosed sediment hosted disseminated sulfide rather than the expected quartz vein association.  Deformation within the sediments is weak to moderate as a result of the high grade metamorphism.  Inter layered mafic units are strongly deformed with tectonic breccias and gauge associated with the Cadillac fault system.  Gold enrichment is adjacent to the mafic unit and is related to fine grain arsenopyrite in a biotite rich matrix.  Narrow, widely spaced, quartz veins with higher grades have been intersected.

The veins are included within a 100 to 190 metre wide lower grade halo of 0.5 to 2.0 grams of gold per tonne. The corridor extends along a 2,200 metre east-west trend and can be followed down to a depth of 400 metres. Mineralization follows multiple distinct zones, along a dip of 55^o to the north with a western plunge.  Five zones have been clearly identified with three of them located south of the fault and two of them located on the northern side.  The fault is generally barren. Geostat has confirmed the continuity of the zone on strike and dip.

Although the project is located one kilometre north of a restricted land area, all the titles are in good standing and no significant permitting issues are anticipated.  The project is located in Quebec, which has favourable mining laws and low political risk.

Previous records indicate that sampling was performed sporadically along the hole to a maximum length of 1.5 metres.  Twenty two recovered holes have been re-assayed and confirm the grades and widths of the historic intersections.  In addition, sampling of core sections, which had not previously been assayed, returned similar grades.  As a result, the average width of the zone could be extended to twenty three meters which is 24% wider than previously estimated.  Again, no results from the current drilling and re-assaying programs have been incorporated into the mineral resource estimate.

Although previous data indicates that higher grade intervals were intersected, higher grades were capped at 25 grams of gold per tonne.  In addition to the higher grades, multiple assays returned grades between 0.5 and 2.0 grams of gold per tonne.

The specific gravity used in the tonnage calculation is 2.68 tonnes per cubic metre.

The interpretation of the cross sections has been modeled on five meter benches from surface to a depth of 400 metres.  The block model has been estimated on blocks of 5 metres east by 5 metres vertical along the dip by 2 metres north.  The blocks within an ellipsoid of 50 metres along the East-West strike, 25 metres along the dip and 10 metres across with a minimum of 8 composites from 4 holes are classified as indicated mineral resources.  The others within the mineralized envelope are classified as inferred mineral resources.

Exploration and Development

Two rigs are currently active along the lateral and dip extension of the mineral resource outline with the objective of increasing the existing mineral resources.  As previously reported, additional former holes will be re-assayed to confirm the grade and extend the thickness of the zone within the existing mineral resource outline.  An updated mineral resource estimate, which will include results from the current drilling and

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re-assaying programs, should be completed by the end of the second quarter, 2007.  Preliminary metallurgical and geotechnical test work are in progress to provide a guideline in order to initiate a preliminary economic assessment with a view to complete it by year end.  In addition, exploration drilling will be initiated on the recently optioned adjacent properties.

KIPAWA GOLD-URANIUM PROJECT

The Kipawa gold-uranium project is an early stage exploration project located approximately 100 kilometres south of Rouyn-Noranda, halfway between the Elliot Lake uranium camp and the Abitibi gold belt camp, and was initially acquired on the basis of a Government regional stream sediment survey.  As a result of the encouraging results obtained from its initial exploration program, Aurizon has increased its land position to 1,277 mineral claims covering approximately 75,000 hectares.

During the summer of 2006, Aurizon flew 1,100 line kilometres of a combined magnetic, electromagnetic, and radiometric survey.  This was followed by till sampling on a 1,000 metre by 500 metre grid, conducted on a portion of the area covered by the airborne survey. The objective of the till sampling was to delineate isolated heavy mineral concentrate gold anomalies grading over 0.1 gold grams per tonne or 10 times the results of the previous government stream sediment survey.  

Some 156 till samples were taken, of which 19% or 30 heavy metal concentrates returned gold assays over 0.1 gold grams per tonne including 8 samples over 1 gold gram per tonne.  Highest assays returned 5.3 and 7.2 gold grams per tonne, in two distinct areas.  The best gold assays are not isolated, but grouped within four distinct gold dispersion trains.  All trains are closely associated within the same folded quartzite unit and located in the magnetic halo of the alkaline Kipawa Intrusive Complex.  Specifically, the northeast train is located along northwest trending geologic structures. The train covers a conical shape of approximately 20 square kilometres.  The heavy minerals concentrate returned assays over 0.1 gold grams per tonne in 27 percent of the samples, including assays of 1.3 and 2.0 gold grams per tonne.  A second anomaly is located 10 kilometres west of the first gold dispersion train.  This train appears seems to be narrower, closely associated with an isolated magnetic anomaly which is parallel to the dominant northwest trending interpreted glacial drift. Highest heavy minerals conce ntrate assays returned 7.1 gold grams per tonne.  A third train is located southwest of the second anomaly.  The trend is also linear, and follows a quartzite unit, which is known to host the Hunter’s Point gold-uranium showing, in which gold values as high as 1.12 oz per ton gold and 7.7% U308 have been reported in surface grab samples. The highest heavy minerals concentrate assays on Aurizon’s property returned 1.1 and 1.9 gold grams per tonne. A fourth train is located 13 kilometres farther southwest enclosing a fold hinge of the Hunter’s Point  showing quartzite unit. Highest till sample assays returned 5.3 gold grams per tonne.

Conductors, radiometric anomalies and gold trains, will be followed-up by prospecting and closer-spaced soil and till sampling in the fourth quarter, in order to identify the best drill targets. Future soil survey andradiometric data should outline the property’s uranium potential.

Results from the till sampling program successfully outlined four continuous gold dispersion trains along a 30 kilometre trend, all containing heavy minerals concentrate gold assays of between 1.1 to 7.2 grams per tonne. Of the samples taken, 19% returned gold assays over 0.1 grams per tonne, including eight samples assaying more than 1.0 gram per tonne.  

A follow up till sampling program, on a 500 metre grid, confirmed the high gold assays and extended the gold trends. Gold grains were identified in two till samples, which returned 100 grams of gold per tonne and 8.6 grams of gold per tonne, respectively.

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39

A further airborne magnetic and electromagnetic survey, on 100 metre spacing, is underway to better define targets, to be followed by overburden drilling in the second quarter, and diamond drilling in the third quarter of 2007.

Sampling Quality Control

Till samples were collected by Services Technominex of Bellecombe, Quebec, under supervision of Rémi Charbonneau, PhD P.Geo., quaternary geologist.  Samples have been processed for heavy minerals concentrates on a Wilfley table, under supervision of Robert Gagnon, P.Geo. Gold assays are performed by ALS Chemex by ICPMS after aqua regia digestion on 50 gram samples. Lab quality control procedure included 10% duplicates, standard material and solution insertion on each processed batch.

As ICP-MS is usually an efficient method for assays below 0.1gram per tonne Au, additional gold assays were performed on samples which returned higher grade. Re-assay of higher grades can provide a large variance, as this method can not return values greater than 100 grams per tonne. In addition the laboratory could not provide assays for 15 samples as there was not sufficient till material to proceed with appropriate quality control.  All those samples are located within the northeast trend and were reported as not sufficient material.

BEAUFOR ROYALTY INTEREST

The Beaufor Mine, situated 16 kilometers east of Val d'Or, Quebec, is comprised of 12 mineral claims, one mining lease and one mining concession with a combined area of approximately 92 acres in Pascalis and Senneville Townships. Access to the property is by a gravel road, which connects to highway 117.

On April 5, 2001, Aurizon entered into an agreement with Richmont Mines Inc. ("Richmont"), whereby Richmont acquired Aurizon’s 50% interest in the Beaufor Mine and Aurizon’s 100% interest in the adjacent Perron Property.  The sale was completed on May 1, 2001.  

The Company retains a gold-indexed royalty on future gold production from the Beaufor mine and Perron property.  On the first 220,000 ounces of gold production from Beaufor, the Company receives royalties of $5 per ounce on 50% of the production when the prevailing gold price is greater than US$280 per ounce, and $12.50 per ounce when gold prices are above US$300.  On production in excess of 220,000 ounces, the Company is entitled to receive royalties ranging from $17 per ounce to $30 per ounce at gold prices ranging from US$300 to US$500 per ounce.  As at December 31, 2006, the Beaufor Mine had produced 224,620 ounces of gold pursuant to the royalty agreement.  During 2006, the Company received royalties totaling $193,530 in respect of the Beaufor mine (2005 - $230,657).

The Company also retains a royalty on 100% of any production from the Perron property, ranging from $17 per ounce to $30 per ounce at gold prices ranging from US$300 to US$500 per ounce.  There has been no commercial production from the Perron property to date.

DIVIDENDS

The Company has not paid any dividends on its common shares.  The Company may pay dividends on its common shares in the future if it commences mining operations and generates profits.  Any decision to pay dividends on common shares in the future will be made by the board of directors on the basis of the earnings, financial requirements and other conditions existing at such time.

GENERAL DESCRIPTION OF CAPITAL STRUCTURE

The authorized share capital of the Company consists of 600,000,000 shares without par value divided into 500,000,000 Common Shares and 100,000,000 Preferred Shares issuable in series.  As at December 31, 2006,

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

40

there were 146,313,048 Common Shares and no Preferred Shares of the Company issued and outstanding as fully paid and non-assessable shares.

The holders of the Common Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Company and each common share confers the right to one vote in person or by proxy at all meetings of the shareholders of the Company.  The holders of the Common Shares, subject to the prior rights, if any, of the holders of any other class of shares of the Company, are entitled to receive such dividends in any financial year as the board of directors of the Company may by resolution determine.  In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Common Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Company, the remaining property and assets of the Company.  The Preferred Shares are redeemable on the terms set fort h in the Articles, are issuable in series and rank in priority to the Common Shares on a winding up, dissolution or liquidation in respect of the amount that is equal to the quotient obtained when the stated capital account for such shares is divided by the number of Preferred Shares then outstanding, together with declared and unpaid and any cumulative and unpaid dividends accrued  thereon, and thereafter the Preferred Shares are not entitled to any further distribution of the assets of the Company.  The board of directors may determine the designation, rights, and restrictions of each series of Preferred Shares, before their issue.

The Company is party to an amended and restated shareholder rights Rights Plan agreement, dated as of June 15, 2004 (the "Rights Plan"), which will expire at the close of the annual meeting of shareholders occurring after June 15, 2007 unless the rights granted thereunder ("Rights") are earlier redeemed or exchanged.  A copy of the Rights Plan can be viewed under the Company's profile at www.sedar.com.  Each Common Share of Aurizon outstanding as at 4:00 p.m. (Vancouver time) on December 14, 2000, (the date of implementation of the original shareholder rights Rights Plan agreement approved by the shareholders of the Company), and each additional Common Share issued thereafter has been and will be issued one Right until the earlier of expiry of the Rights and the date on which the Rights become exercisable, under the terms of the Rights Plan.  The Rights trade together with the Common Shares and are not exercisable or separately transferable until the occurrence of a specified event under the terms of the Rights Plan.  Subject to the terms and conditions of the Rights Plan, the Rights may be exercisable to acquire additional common shares of the Company at a discounted price in the circumstances specified in the Rights Plan.  The Rights Plan also contains certain provisions allowing the directors of the Company to waive the application of the Rights Plan to particular transactions.

The Company currently has two formalized stock option plans for the granting of incentive stock options to the executive officers, senior managers, employees, directors and consultants (the "Plans").  As at December 31, 2006, the Plans provide that, subject to the requirements of the stock exchanges on which the Company’s shares are listed, the aggregate number of securities reserved for issuance under the Plans, together with the number of securities reserved for issuance under other outstanding incentive stock options and options for service, may not exceed 6,414,400 Common Shares.  

MARKET FOR SECURITIES

Trading Price and Volume

The Company's shares are listed for trading through the facilities of the TSX under the symbol "ARZ", and on the American Stock Exchange ("AMEX") under the symbol AZK.   During the 12 months ended December 31, 2006, the Company's shares traded on the TSX as follows:

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

41

Month	Volume	High	Low
December 2006	7,003,696	$3.88	$3.45
November 2006	12,263,191	$3.95	$3.08
October 20064	12,293,581	$3.25	$2.73
September 2006	8,192,749	$3.00	$2.97
August 2006	6,811,168	$2.92	$2.54
July 2006	6,555,611	$3.29	$2.64
June 2006	10,962,816	$3.36	$3.10
May 2006	30,631,016	$3.36	$3.15
April 2006	8,550,222	$2.99	$2.76
March 2006	10,323,673	$2.73	$2.52
February 2006	12,194,238	$2.77	$1.84
January 2006	17,550,081	$2.07	$1.65

DIRECTORS AND OFFICERS

Name and Occupation

The following table sets forth all current directors and executive officers as of the date of this Annual Information Form, with each position and office held by them in the Company and the period of service as such.  

Name, Position and Province and Country of Residence	Principal Occupation During the Past 5 Years	Served as a Director Since
Sargent H. Berner, (1) Director, British Columbia, Canada	President of Kent Avenue Consulting Ltd. and, from 1976 to 2004, was a partner of the Vancouver law firm of DuMoulin Black LLP, specializing in corporate, mining, mergers, acquisitions, reorganizations and securities law.	1988(3)
Louis Dionne Director, Oakville, Ontario	Mining engineer consultant; formerly President and Chief Executive Officer of Richmont Mines Inc,	2006(3)
Richard Faucher, (1) (2) Director, Quebec, Canada	President and Chief Executive Officer of Canadian Royalties Inc. and prior to December, 2005,  President of Niocan Inc.	1999(4)
Michel Gilbert, Vice-President Quebec, Canada	Vice-President of Aurizon Mines Ltd. and previously, General Manager – Quebec, Aurizon Mines Ltd.	N/A
David P. Hall, Director, Chairman, President and Chief Executive Officer, British Columbia, Canada	President and Chief Executive Officer of Aurizon Mines Ltd.	1988(3)
Julie A. Stokke Kemp, Corporate Secretary, British Columbia, Canada	Corporate Secretary, Aurizon Mines Ltd.	N/A
Frank A. Lang, Director, British Columbia, Canada	Mining Executive, The Lang Mining Group	1988(7)
Brian S. Moorhouse,(1) (2) Lead Director, British Columbia, Canada	President, Vega Management Corporation, a private investment management company.	1988(5)
Robert Normand, (2) Director, Quebec, Canada	Corporate Director	1999(6)

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

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Name, Position and Province and Country of Residence	Principal Occupation During the Past 5 Years	Served as a Director Since
Ian S. Walton, Director, Executive Vice-President and Chief Financial Officer, British Columbia, Canada	Executive Vice-President and Chief Financial Officer of Aurizon Mines Ltd.	1993(6)

NOTES:

(1)

Denotes member of Executive Compensation and  Corporate Governance Committee

(2)

Denotes member of Audit Committee.

(3)

Term of office as a director expires at the third next succeeding annual meeting of the shareholders subsequent to May 16, 2006.

(4)

Term of office as a director expires at the second next succeeding annual meeting of shareholders subsequent to May 17, 2005.

(5)

Term of office as a director expires at the third next succeeding annual meeting of the shareholders subsequent to June 15, 2004.

(6)

Term of office as a director expires at the third next succeeding annual meeting of the shareholders subsequent to May 17, 2005.

(7)

Term of office as a director expires at the next succeeding annual meeting of the shareholders subsequent to May 16, 2006

Control of Securities

As at March 19, 2007, the directors and executive officers of the Company as a group beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of 3,669,287 common shares of the Company, representing approximately 2.5% of the issued and outstanding common shares of the Company. The number and percentage of securities of each class of voting securities of the Company or any of its subsidiaries beneficially owned, directly or indirectly, or over which control or direction is exercised, by all directors and executive officers as a group, not being within the knowledge of the Company, has been furnished by the respective individuals.  

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Mr. Normand, a director of the Company, served as director of Concert Industries Ltd. when it and its Canadian operating subsidiaries announced on August 5, 2003 that it had filed for protection under the Companies' Creditors Arrangement Act ("CCAA"). The Company was restructured and a plan of compromise and arrangement for its operating subsidiaries was approved in December 2004 allowing them to emerge from the CCAA proceedings.  Mr. Normand no longer serves as director of Concert Industries Ltd.

Other than as disclosed above, to the knowledge of the Company none of the Company's directors or executive officers or any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

(a)

is, as at the date of this Annual Information Form or has been, within the ten years before the date of this Annual Information Form, a director or executive officer of any company, that while that person was acting in that capacity;

(i)

was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

(ii)

was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(iii)

within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

43

instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(b)

has, within the ten years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or shareholder.

Conflicts of Interest

Certain of the Company's directors and officers serve or may agree to serve as directors or officers of other reporting companies or have significant shareholdings in other reporting companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.  In the event that such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms and such director will not participate in negotiating and concluding terms of any proposed transaction.  From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties th ereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program.  It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.  Under the laws of the Province of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.  In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.  See also "General Development of Business - Risk Factors – Conflicts of Interest" above.

LEGAL PROCEEDINGS

The Company is involved in litigation from time to time in the ordinary course of its business , ..  The Company is not involved in any current proceedings in which the amount involved, exclusive of interest and costs, is expected to exceed 10% of its current assets ..

AUDIT COMMITTEE INFORMATION

Audit Committee Mandate

The Company's audit committee has a charter (the "Audit Committee Charter") in the form attached to this Annual Information Form as Schedule "A".

Composition of the Audit Committee

The following are the members of the Company's audit committee:

Richard Faucher	Independent (1)	Financially literate (1)
Brian S. Moorhouse	Independent (1)	Financially literate (1)
Robert Normand	Independent (1)	Financially literate (1)

⁽¹⁾

As defined by Multilateral Instrument 52-110 ("MI 52-110").

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Relevant Education and Experience

The following is a description of the education and experience of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member:

Robert Normand (Chair) - Mr. Normand is a professional director for a number of publicly traded and private companies.  In performing his directors’ duties, he has served on various audit, investment, pension fund, corporate governance, human resources and environmental committees and has also served as chairman of such committees.  For 25 years, Mr. Normand held various management positions with Gaz Métropolitain Inc., including 17 years as Chief Financial Officer from which he retired in 1997.  Previously, Mr. Normand was an auditor with a number of large audit firms.  Mr. Normand holds a commercial science degree from the École des Hautes Études Commerciales and he is a member of the Montreal Chapter of the Institute of Corporate Directors and a member of the Financial Executives International Canada.  Mr. Normand has been a member of the C anadian Institute of Chartered Accountants since 1966.  Mr. Normand holds directorships in other reporting issuers as follows:  Enerplus Resources Fund; ING Canada Inc.; Quebecor World Inc.; Sportscene Restaurants Inc.; Fonds Investissements; and Commercial Alcohols Ltd.

Richard Faucher - Mr. Faucher is a Professional Engineer trained in metallurgical engineering and is the President and Chief Executive Officer of Canadian Royalties Inc.  Mr. Faucher completed the Directors Education Program at McGill University in 2006.  Mr. Faucher has held senior management positions in several large mining companies and metallurgical projects, including the position of President of Niocan Inc., Vice-President, Brunswick Mining & Smelting, for Noranda Inc.; President and General Manager for Falconbridge Dominicana; and President and COO of Princeton Mining Corp.  Mr. Faucher holds directorships in other reporting issuers as follows:  Canadian Royalties, Globestar Mining Inc., and Plexmar Resources Inc. and is also a member of the Audit Committee of Globestar Mining Inc.

Brian S. Moorhouse - Mr. Moorhouse has a Bachelor of Commerce degree with a major in economics.  He formerly worked in the investment industry as an advisor with Nesbitt Thompson, Richardson Securities and Brink, Hudson & Lefever Ltd., and has extensive experience in financial markets.

External Auditor Services Fees (By Category)

The following table sets forth the Company’s fees paid to PricewaterhouseCoopers LLP, Chartered Accountants, of Vancouver, British Columbia, its independent auditors for the two years ended December 31, 2006 and 2005, for professional services:

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45

	Dec. 31, 2006	Dec. 31, 2005
Audit Fees
Consolidated financial statements	$ 97,750	$71,405
Quarterly reviews	$3,600	$11,400
Total audit fees:	$101,350	$82,805
Audit-related and other fees
Prospectus work	-	$33,614
Translation services – financial statements	-	$10,375
Consultation relating to Sarbanes Oxley	$10,120	-
Total audit related fees	$10,120	$43,989
Tax Fees (1)	$22,943	$14,185
Total fees	134,413	140,979

Notes:

The inclusion of fees is based on fees billed during the calendar year in each category.

(1)

The Company uses PWC for tax compliance, advice, and return preparation.  The Company chooses to use PWC for these services due to their  extensive knowledge of the Company’s activities and familiarity of its business and the associated cost savings resulting  from that knowledge base.

The Company’s Audit Committee has adopted a pre-approval policy with respect to audit services, audit-related services and permitted non-audit services.  Pursuant to the Audit Committee Charter, the Audit Committee shall review and pre-approve all audit and audit-related services. In addition, the Audit Committee shall review and pre-approve all permitted non-audit services provided by the Company’s auditors that exceed $25,000. Prior to the granting of any pre-approval, the Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of the auditors.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director, executive officer or principal shareholder of the Company, or any associate or affiliate of the foregoing, has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year prior to the date of this Annual Information Form that has materially affected or will materially affect the Company.

TRANSFER AGENTS AND REGISTRARS

The transfer agents and registrars for the common shares of the Company are Computershare Investor Services of Canada, 510 Burrard Street, Vancouver, British Columbia, Canada, V6B 5A1 and Computershare Investor Services of Denver, Colorado.

MATERIAL CONTRACTS

There are no contracts of the Company other than contracts entered into in the ordinary course of business of the Company, that are material to the Company and that were entered into within the most recently completed financial year of the Company or before the most recently completed financial year of the Company and which are still in effect.

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46

AMEX CORPORATE GOVERNANCE

The Company’s common shares are listed on The American Stock Exchange (“AMEX”).  Section 110 of the AMEX company guide permits AMEX to consider the laws, customs and practices of foreign issuers in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX listing criteria based on these considerations.  A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law.  A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to AMEX standards is as follows:

Shareholder Meeting Quorum Requirement:  The AMEX minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock.  In addition, a company listed on AMEX is required to state its quorum requirement in its bylaws.  The Company’s quorum requirement is set forth in its Memorandum and Articles.  A quorum for a meeting of members of the Company is two members or proxy holders present.

Proxy Delivery Requirement:  AMEX requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “1934 Act”), and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the 1934 Act.  The Company solicits proxies in accordance with applicable rules and regulations in Canada.

The foregoing are consistent with the laws, customs and practices in Canada.

INTERESTS OF EXPERTS

Names of Experts

The following prepared or certified a statement, report or valuation described or included in a filing, or referenced in a filing made by the Company under National Instrument 51-102 – Continuous Disclosure Obligations prescribed by the Canadian Securities Administrators, during or relating to the Company’s most recently completed financial year ended December 31, 2006:

Name	Description
PricewaterhouseCoopers LLP	Independent Auditors’ Report dated March 9, 2007, relating to the financial statements of the Company for the financial year ended December 31, 2006

Scott Wilson RPA Inc., independent consulting engineers.

Geostat Systems International Inc., independent consulting engineers.

Roscoe Postle Associates Inc. (now Scott Wilson Roscoe Postle Associates Inc.) , independent consulting engineers.

Ghislain Fournier, P. Eng., Corporate Development Manager of the Company, and a "qualified person" for the purposes of National Instrument 43-101.

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Interests of Experts

To the knowledge of the Company, none of the experts named under "Names of Experts", holds or has received or will receive any registered or beneficial interests, direct or indirect, in any securities or other property of the Company or of one of the Company's associates or affiliates, except as follows:

Mr. Ghislain Fournier is an employee of the Company, and has been granted options under the Company’s incentive stock option plans.  Mr. Fournier owns less than 1% of the Company’s issued and outstanding share capital.

Auditors

The Company’s auditors are PricewaterhouseCoopers LLP, Chartered Accountants, who have prepared an independent auditors’ report dated March 9, 2007 in respect of the Company’s consolidated financial statements with accompanying notes as at December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004.  PricewaterhouseCoopers LLP has advised that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia and the rules of the US Securities and Exchange Commission.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans, where applicable, is contained in the Company’s Information Circular for its most recent annual general meeting of securityholders that involved the election of directors.

Additional financial information is provided in the Company’s consolidated financial statements and management's discussion and analysis for the 12 months ended December 31, 2006.

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

SCHEDULE "A"

AUDIT COMMITTEE CHARTER

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

AURIZON MINES LTD.

Audit Committee Charter

I.

Mandate

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to:

-

the Company’s financial reporting and continuous disclosure;

-

the Company’s systems of internal controls and financial reporting processes; and

-

the review and appraisal of the performance and independence of the Company’s  external auditors.

II.

Composition

The Audit Committee shall be comprised of three directors as determined by the Board. Each member shall be independent and meet the requirement of financial literacy as prescribed by the appropriate regulatory bodies.

The Chairman of the Committee will be elected by the Board.

Where a member serves on more than three audit committees, the Board must determine that it does not impair his ability to serve effectively the Committee.

III.

Meetings

The Committee shall meet at least quarterly with management and at least bi-annually with external auditors, in group and individually to review matters related to the execution of its mandate.

Minutes of the meetings will be kept and a copy transmitted to the Board along with a verbal report from the Chairman on the Committee’s findings and recommendations.

IV.

Authority of the Audit Committee

The Committee will have the authority:

-

to engage independent counsel and other advisors as it determines necessary to carry out its duties;

-

to set and pay the compensation for the external auditors and to communicate with them directly.

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

 

Aurizon Mines Ltd.
Audit Committee Charter
Page 2

V.

Responsibilities and Duties

To fulfill its mandate, the Audit Committee shall:

With respect to the Company’s financial reporting and continuous disclosure:

-

Review the Company’s financial statements, MD&A and press release to ensure their appropriateness;

-

Review report and findings of the external auditors and resolve any pending issues;

-

Review representation letter from management;

-

Review the continuous disclosure process and ensure that it was done in accordance to the disclosure policy;

-

Review the certification by the CFO and CEO and ensure that it is in line with regulatory requirements;

-

Review any letters received from regulatory authorities and responses thereon.

With respect to the Company’s internal controls and financial reporting processes:

-

Review the adequacy and effectiveness of the financial reporting system and internal control policies and procedures with the external auditors and management. Ensure that the Company complies with all new regulations in this regard;

-

Review with management and the external auditors any reportable condition and material weaknesses affecting internal controls;

-

Review the monitoring of the Whistleblower Policy for the submission, receipt, retention and treatment of complaints and concerns regarding accounting and auditing matters, and review any developments and responses on reports received thereunder;

-

Review any significant related-party transactions;

-

Review the Financial Reporting Officers’ Code of Ethics, and the Anti Fraud Policy.

With respect to the external auditors:

-

Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements;

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

 

Aurizon Mines Ltd.
Audit Committee Charter
Page 3

-

At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements;

-

Review and approve all audit and audit-related services, and pre-approve any non-audit services provided by the Company’s external auditors;

-

Review annually the external auditors quality control, and any issues that were raised following peer or regulatory review;

-

Ensure that management interacts professionally with the auditors;

-

Review annually the performance of the external auditors and ensure their independence after reviewing all significant relationships they might have with the Company;

-

Recommend to the Board of Directors the selection of the external auditors.

VI.

Other

Review the disclosure made in the Annual Report Information Form, 40-F and the Information Circular regarding the Audit Committee.

Once a year, the Committee reviews the adequacy of its Charter and brings to the attention of the Board required changes, if any, for approval. The Committee will also, annually, make a critical review of its past performance to ensure that it has assumed its responsibilities and executed all required tasks and suggest changes if it failed to do so. This review will also cover individual members’ performance.

Perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee or the Board deems necessary or appropriate.

V.

Annual Work Plan

	Q1	Q2	Q3	Q4	When Needed
Financial Reporting and Continuous Disclosure
Review Financial Statements, MD&A Press Release	X	X	X	X
Review auditors’ report or review	X				X
Review management’s representation letter	X				X
Review continuous disclosure	X	X	X	X

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

 

Aurizon Mines Ltd.
Audit Committee Charter
Page 4

	Q1	Q2	Q3	Q4	When Needed
Ensure certification	X	X	X	X
Letters from regulators					X
Internal Controls, Reporting Process
Review adequacy or reportable conditions	X	X	X	X
Auditors’ Recommendation letter	X
Whistle-blower	X
Procedures	X
Complaints					X
Code of Ethics for Financial Reporting Officers		X
Related party transactions		X
External Auditors
Audit Plan		X
Private Meetings With Auditors	X				X
With Management	X				X
Pre-approval non-audit fees	X
Annual fees and budgeted fees	X
Performance and independence	X
Selection of Auditors	X
Quality Control of Auditors	X
Professional inter-action	X
Other
Review Accounting Disclosure	X
Review Charter				X
Board Requests					X

This Audit Committee Charter, as amended from time to time, was initially adopted by the Board of Directors of Aurizon Mines Ltd. on the 3^rd day of April 2003.

By order of the Board of Directors

AURIZON MINES LTD.

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

 

Aurizon Mines Ltd.
Audit Committee Charter
Page 5

Last Update:
March 9, 2007

AURIZON MINES LTD. ANNUAL INFORMATION FORM APRIL 2, 2007

EX-99.2

Aurizon Mines Ltd.

Management’s Responsibility for Financial Reporting

The consolidated financial statements of the Company and all the information included in this annual report are the responsibility of Management of the Company and have been approved by the Board of Directors.  The financial statements have been prepared by Management in accordance with accounting principles generally accepted in Canada and, where appropriate, reflect Management’s best estimates and judgements based on currently available information.

Management maintains a system of internal controls to provide reasonable assurance that financial information is reliable and accurate and assets are safeguarded.

The Board is responsible for ensuring that Management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the financial statements.  The Board carries out this responsibility principally through its Audit Committee.

The Audit Committee meets twice per year with the external auditors to review the audit plan and the financial statements and to discuss audit related matters.  The Committee reports its findings to the Board for consideration when approving the financial statements for issuance to the shareholders.  The members of the Committee are independent directors.  The Board meets with Management on a quarterly basis to review and approve interim financial statements and to discuss financial performance compared to forecast.

The Company’s independent auditors, PricewaterhouseCoopers LLP were appointed by the shareholders to conduct an audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) and their report follows.

                                   

David P. Hall

Ian S. Walton
Chairman, President and

Executive Vice-President
Chief Executive Officer

and Chief Financial Officer

Vancouver, B.C., Canada
March 9, 2007

Auditors’ Report

To the Shareholders of Aurizon Mines Ltd.

We have audited the consolidated balance sheets of Aurizon Mines Ltd. as at December 31, 2006 and 2005 and the consolidated statements of operations and deficit and cash flow for each of the years ended December 31, 2006, 2005 and 2004.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our 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 as to 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 Aurizon Mines Ltd. as at December 31, 2006 and 2005 and the results of its operations and its cash flow for each of the years in the three-year period ended December 31, 2006 in accordance with Canadian generally accepted accounting principles.  

Chartered Accountants

Vancouver, B.C., Canada
March 9, 2007

- 22 -

Aurizon Mines Ltd.

Consolidated Balance Sheets
As at December 31,

(in Canadian Dollars)	2006					2005
	$					$
ASSETS CURRENT
Cash and cash equivalents (Note 16(c))	9,465,215					25,010,213
Restricted cash (Note 11(c))	19,357,224					-
Accounts receivable	1,822,447					2,262,654
Refundable mining duties (Note 5)	4,588,037					2,275,000
Refundable tax credits (Note 5)	804,252					814,217
Inventories (Note 6)	5,841,020					897,352
Prepaids	1,145,552					1,254,644
	43,023,747					32,514,080
REFUNDABLE MINING DUTIES (Note 5)		3,298,407				2,479,024
DEFERRED FINANCE COSTS (Note 7)	5,252,392					480,716
RECLAMATION DEPOSITS (Note 12)	138,348					106,771
PROPERTY, PLANT & EQUIPMENT (Note 8)	39,909,934					21,462,384
MINERAL PROPERTIES (Note 9)	134,606,035					83,144,045
TOTAL ASSETS	226,228,863					140,187,020
LIABILITIES
CURRENT
Accounts payable and accrued liabilities				8,742,565		7,477,802
Current portion of long-term debt (Note 11(a))				4,435,524		-
				13,178,089		7,477,802
UNREALIZED NON-HEDGE DERIVATIVE LIABILITIES (Note 10(a))					8,745,233	-
LONG-TERM DEBT (Note 11(a))				68,840,439		-
ASSET RETIREMENT OBLIGATIONS (Note 12)				2,246,931		2,095,476
FUTURE INCOME TAX LIABILITIES (Note 13)			8,566,572			5,384,379
TOTAL LIABILITIES				101,577,264		14,957,657
SHAREHOLDERS’ EQUITY
SHARE CAPITAL (Note 14) Common shares issued – 146,313,048 (2005 – 139,532,048)				193,330,698		180,517,300
CONTRIBUTED SURPLUS				742,943		742,943
STOCK BASED COMPENSATION (Note 14(d))				2,822,050		1,176,856
DEFICIT				(72,244,092)		(57,207,736)
TOTAL SHAREHOLDERS’ EQUITY				124,651,599		125,229,363
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			226,228,863			140,187,020

The attached notes form an integral part of these consolidated financial statements

Approved on behalf of the Board,

                                           

Robert Normand,

Brian Moorhouse,

Director, Chairman of the Audit Committee

Director

- 23 -

Aurizon Mines Ltd.

Consolidated Statements of Operations and Deficit
For the years ended December 31,

(in Canadian Dollars)	2006	2005		2004
	$	$		$
Revenue
Royalty and interest income (Note 9(b))	1,238,849	747,863		837,160
Expenses
Administrative and general costs	5,279,574	4,177,004		2,562,911
Exploration costs	623,656	-
Unrealized non-hedge derivative loss (Note 10(a))	8,745,233	-		-
Corporate takeover bid costs (Note 15)	5,247,426	-		-
Loss (gain) on sale of property, plant and equipment	49,887	(115,112)		(519,111)
Foreign exchange loss (gain)	44,559	125,557		(101,997)
Capital taxes	796,725	517,540		329,027
	20,787,060	4,704,989		2,270,830
LOSS FOR THE YEAR BEFORE THE FOLLOWING	(19,548,211)		(3,957,126)	(1,433,670)
CURRENT INCOME TAX RECOVERY (EXPENSE) (Note 13)	24,629	(139,871)		(42,272)
FUTURE INCOME TAX RECOVERY (Note 13)	4,487,226	2,055,000		-
NET LOSS FROM CONTINUING OPERATIONS	(15,036,356)	(2,041,997)		(1,475,942)
NET EARNINGS (LOSS) FROM DISCONTINUED OPERATION (Note 4)	-	3,785,525		(4,219,943)
NET EARNINGS (LOSS) FOR THE YEAR	(15,036,356)	1,743,528		(5,695,885)
DEFICIT – BEGINNING OF YEAR	(57,207,736)	(58,951,264)		(53,255,379)
DEFICIT – END OF YEAR	(72,244,092)	(57,207,736)		(58,951,264)
EARNINGS (LOSS) PER SHARE – Basic and diluted	(0.10)	0.01		(0.06)
LOSS PER SHARE FROM CONTINUING OPERATIONS – Basic and diluted	(0.10)	(0.02)		(0.01)
Weighted average number of common shares outstanding	144,399,006	117,686,120		100,577,055

The attached notes form an integral part of these consolidated financial statements.

- 24 -

Aurizon Mines Ltd.

Consolidated Statements of Cash Flow
For the years ended December 31,

(in Canadian Dollars)	2006	2005	2004
	$	$	$
OPERATING ACTIVITIES
Net loss for the year from continuing operations	(15,036,356)	(2,041,997)	(1,475,942)
Adjustment for non-cash items:
Depreciation	101,384	85,945	85,770
Unrealized foreign exchange gain	-	-	(62,950)
Loss (gain) on sale of property, plant & equipment	49,887	(115,112)	(519,111)
Stock based compensation	1,725,920	726,099	36,757
Unrealized non-hedge derivative (gains) losses	8,745,233	-	-
Future income tax recovery	(4,487,226)	(2,055,000)	-
	(8,901,158)	(3,400,065)	(1,935,476)
Increase in non-cash working capital items (Note 16)	(4,120,919)	(737,220)	(1,251,066)
	(13,022,077)	(4,137,285)	(3,186,542)
INVESTING ACTIVITIES
Reclamation deposits	(31,577)	-	(59,518)
Property, plant & equipment	(18,555,496)	(10,614,290)	(3,053,752)
Mineral properties	(55,938,487)	(30,486,682)	(22,848,799)
Gold sales	5,011,415	-	-
Proceeds from sale of Sleeping Giant (Note 4)	-	5,201,649	-
Refundable tax credits	1,315,475	1,391,784	2,369,771
Refundable mining duties	-	1,390,091	243,587
Restricted cash funding	(19,357,224)	-	-
Proceeds on disposal of property, plant & equipment	26,200	180,000	838,330
	(87,529,694)	(32,937,448)	(22,510,381)
FINANCING ACTIVITIES
Issuance of shares	16,502,486	50,809,776	10,011,550
Long-term debt	73,275,963	-	-
Deferred finance costs	(4,771,676)	(480,716)	-
	85,006,773	50,329,060	10,011,550
INCREASE (DECREASE) IN CASH FROM CONTINUING OPERATIONS	(15,544,998)	13,254,327	(15,685,373)
INCREASE (DECREASE) IN CASH FROM DISCONTINUED OPERATION (Note  4)	-	(309,795)	819,976
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(15,544,998)	12,944,532	(14,865,397)
CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR	25,010,213	12,065,681	26,931,078
CASH AND CASH EQUIVALENTS – END OF YEAR	9,465,215	25,010,213	12,065,681

The attached notes form an integral part of these consolidated financial statements.

Supplemental cash flow information is disclosed in Note 16.

- 25 -

Aurizon Mines Ltd.

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

1.

NATURE OF OPERATIONS

The primary focus of the Company’s current activities is the mining and development of the Casa Berardi property in Quebec.  In February 2006, a $75 million debt facility was completed in order to advance the project to commercial production.  Commissioning and ramp-up of operations commenced in the fourth quarter of 2006 resulting in the production of 17,731 ounces of gold in 2006.  Commercial production is anticipated to commence in the second quarter of 2007.

The Company's performance will be highly sensitive to the price of gold.  Gold prices fluctuate and are affected by numerous factors, including expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic crises and governmental policies with respect to gold holdings by central banks.  The demand for and supply of gold affect gold prices but not necessarily in the same manner as demand and supply affect the prices of other commodities.  The supply of gold consists of a combination of mine production and existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals.  The demand for gold consists of jewelry and investment demand.  Gold can be readily sold on numerous markets throughout the world and its market value can be readily ascertained at any particular time.  As a result, the Company is not dependent upon any one customer for the sale of its product.

2.

SIGNIFICANT ACCOUNTING POLICIES

a)

Canadian Generally Accepted Accounting Principles

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP).  Measurement differences between Canadian and United States generally accepted accounting principles which would have a material effect on these consolidated financial statements are explained in note 18.

b)

Principles of Consolidation

The Company’s investment in the Sleeping Giant Mine, up until the date of its disposal in 2005, was conducted in a joint venture with another company.  The Company’s share of the results, the cash flows and the assets and liabilities of the joint venture are separately disclosed in the financial statements (Note 4).

c)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes.  Significant areas where management’s judgment is applied are in determining mineral reserves and resources, depreciation rates, asset impairments, contingent liabilities, future income tax valuation allowances, environmental and post-closure obligations and stock based compensation.  Actual results could differ from those estimates.

d)

Cash Equivalents

The Company considers short-term investments with a maturity of 90 days or less at the date of acquisition to be cash equivalents.

e)

Inventory

Inventory is comprised of mine supplies, in-process inventory and gold bullion.  Mine supplies are recorded at the lower of cost and net replacement value.  In-process inventory and gold bullion is recorded at the lower of cost and net realizable value.

f)

Mineral Properties

i)

Producing Mining Properties

Producing mining properties are carried at cost, less accumulated depreciation, depletion, and write-downs.  

Depletion is provided over the estimated life of the asset using proven and probable mineral reserves.  Sales proceeds derived from ore processed up to the point of attaining commercial production are credited to the related deferred expenditures.

- 26 -

Aurizon Mines Ltd.

2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

Carrying values of producing mining properties and the property, plant and equipment associated with those mining properties are reviewed for impairment when events or changes in circumstances occur that suggest possible impairment.  When such conditions exist, estimated future net cash flows from the property are calculated using estimated future prices, reserves and resources, operating and capital costs on an undiscounted basis.  If the net carrying value of the property exceeds the estimated future net cash flows, the property will be written down to the present value of the discounted estimated future net cash flows.

Management's estimates of gold price, recoverable proven and probable mineral reserves, operating, capital and reclamation costs are subject to risks and uncertainties affecting the assessment of the recoverability of the Company's investment in mineral properties and property, plant and equipment.  Although management has made its best estimate of these factors based on current conditions, it is possible that changes could occur in the near term which could adversely affect management's estimate of net cash flows expected to be generated from its operating properties and the need for possible asset impairment write-downs.

Mining operations may be temporarily suspended and a mine placed on a “care-and-maintenance” basis.  In this event, all costs incurred are expensed as care and maintenance costs.

ii)

Non-Producing Mining Properties

Acquisition, exploration and development costs associated with a non-producing mining property where proven and probable reserves exist are capitalized until the property is producing, abandoned, impaired in value or placed for sale.  The costs are transferred to producing mining properties in the case of a property placed into production.  The costs of abandoned properties are charged to earnings when the property is abandoned.  The costs of properties in excess of their estimated net recoverable amount are charged to earnings if the decision is made to dispose of the property.

Carrying values of non-producing mining properties and the property, plant and equipment associated with those mineral properties are reviewed for impairment when events or changes in circumstances occur that suggest possible impairment.  If the property is assessed to be impaired, it is written down to its estimated fair value.

The recoverability of the amounts capitalized in respect of non-producing mining properties is dependent upon the existence of economically recoverable reserves and resources, the ability of the Company to obtain the necessary financing to complete the exploration and development of the properties, and upon future profitable production or proceeds from the disposition of the properties.

iii)

Exploration Properties

Acquisition costs of exploration properties are capitalized.  Exploration expenditures on exploration properties are charged to operations in the year in which they are incurred.  Acquisition costs of abandoned properties are charged to earnings in the year in which the project is abandoned.

g)

Estimates of Proven and Probable Mineral Reserves

Management's calculation of proven and probable reserves is based upon engineering and geological estimates and financial estimates including gold prices and operating and development costs.  The Company depreciates some of its assets over proven and probable mineral reserves.  Changes in geological interpretations of the Company's ore bodies and changes in gold prices and operating costs may change the Company's estimate of proven and probable reserves.  It is possible that the Company's estimate of proven and probable reserves could change in the near term and could result in revised charges for depreciation and depletion in future periods.

h)

Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation and write-downs and are depreciated over their estimated useful lives, primarily using proven and probable mineral reserves and a 20% declining balance rate for machinery and equipment.  Depreciation is not provided on mine site property, plant and equipment until commencement of commercial production as these assets are depreciated based upon units of production.

- 27 -

Aurizon Mines Ltd.

2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital leases are recorded as an asset and an obligation equal to the present value at the beginning of the lease term of the minimum lease payments over the lease term.  When transfer of ownership to the Company of the leased assets is expected to occur at the end of the lease term, amortization of these assets is recorded on a basis that is consistent with other property, plant and equipment.

i)

Revenue Recognition

The Company recognizes revenue from metals when they have been delivered and title has passed to a purchaser.  

Royalty income is recognized on an accrual basis when the Company has reasonable assurance with respect to measurement and collectability.

j)

Derivative Instruments

The Company uses gold and currency derivative instruments to manage its exposure to the fluctuating price of gold and foreign exchange movements.  Gains or losses arising from the use of derivative instruments, both realized and unrealized, are charged to operations.

k)

Foreign Currency Translation

Foreign currency transactions are translated into Canadian dollars at the rates prevailing on the date of the transactions.  Monetary balances are translated at the rate of exchange at the balance sheet date and revenue and expenses are translated at average exchange rates.  The resulting gains and losses are included in the determination of earnings.

l)

Asset Retirement Obligations

The Company records the fair value of asset retirement obligations in the period in which they occur.  At each reporting period, asset retirement obligations are increased to reflect the interest element (accretion expense) considered in the initial fair value measurement of the liabilities.  In addition, the initial measurement of an asset retirement cost is added to the carrying amount of the related asset and depreciated over the estimated useful life of the asset.

m)

Government Assistance

The Company applies for financial assistance from the Government of Quebec with respect to certain exploration and development costs incurred in Quebec.  The assistance is accounted for using the cost reduction approach whereby the amounts received or receivable each year are applied to reduce the cost of the related assets or related deferred expenditures or expenses.

n)

Stock Based Compensation

The Company uses the fair value method of accounting for stock options granted to directors, officers and employees.  Accordingly, the fair value of all stock options granted is recorded as a charge to operations over the vesting period with a corresponding credit to stock based compensation.  Consideration received on exercise of stock options is credited to share capital and the value attributed to the exercised options is transferred to share capital.

o)

Income and Resource Taxes

Future income tax assets and liabilities are determined based on the difference between the tax bases of the Company’s assets and liabilities and the respective amounts reported in the financial statements.  The future tax assets or liabilities are calculated using the tax rates for the periods in which the differences are expected to be settled.  Future tax assets are recognized to the extent that they are considered more likely than not to be realized.  

p)

Earnings per Share

Earnings per share is based on the weighted average number of common shares issued and outstanding during the year.  Diluted earnings per share are calculated using the treasury stock method.  Under this method, the weighted average number of common shares outstanding used for the calculation of diluted loss per common share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period.  In 2006 and 2004 the calculation would be anti-dilutive in which case basic and diluted earnings per share would be the same.

- 28 -

Aurizon Mines Ltd.

2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

q)

Flow-through shares

The Company has financed a portion of its exploration activities through the issuance of flow through shares.  Under the terms of the flow through shares agreements, the tax attributes of the related exploration expenditures are renounced to subscribers.  To recognize the foregone tax benefits to the Company, the carrying value of the shares issued is reduced by the tax effect of the tax benefits renounced to subscribers.  The foregone tax benefit is recognized on the date the Company renounces the tax credits associated with the exploration expenditures, provided there is reasonable assurance that the expenditures will be made.

r)

Deferred Finance Costs

Interest and financing costs associated with debt directly related to the construction of a new project are capitalized during the construction period.

s)

Comparatives

Certain comparative figures have been reclassified to conform with the presentation adopted for the current year.

3.

CHANGE IN ACCOUNTING POLICIES

New Pronouncements

In January 2005, the Canadian Institute of Chartered Accountants (CICA) issued three new standards relating to financial instruments.  These standards are applicable for fiscal years beginning on or after October 1, 2006. These standards are as follows:

Financial Instruments – Recognition and Measurement, Section 3855

This standard prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet and whether fair value or cost-based measures are used.  It also specifies how financial instrument gains and losses are to be presented.  The Company has assessed the impact of this standard on its financial position and future results and does not expect to be significantly impacted by this standard.

Hedges, Section 3865

This standard is applicable when a company chooses to designate a hedging relationship for accounting purposes.  It builds on the existing Accounting Guideline AcG-13 “Hedging Relationships”, and Section 1650 “Foreign Currency Translation”, by specifying how hedge accounting is applied and what disclosures are necessary when it is applied.  The Company does not apply hedge accounting and accordingly does not expect to be impacted by this standard.

Comprehensive Income, Section 1530

This standard introduces new rules for the reporting and display of comprehensive income.  Comprehensive income, which is currently reported under US GAAP, is the change in shareholders’ equity (net assets) of an enterprise during a reporting period from transactions and other events and circumstances from non-owner sources.  It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners.  These items include holding gains and losses on certain investments and gains and losses on certain derivative instruments.  The Company holds no marketable securities, does not have a defined benefit pension plan or post retirement plan and does not apply hedge accounting and accordingly does not expect to be significantly impacted by this standard.

- 29 -

Aurizon Mines Ltd.

4.

DISPOSITION OF SLEEPING GIANT MINE

On May 11, 2005, the Company completed the sale of its 50% interest in the Sleeping Giant Mine for net proceeds of $4,984,336.  The Company recorded an after-tax gain of $3,954,907 on the transaction.  All environmental liabilities and reclamation costs associated with the operation and ultimate closure of the mine have been assumed by the purchaser.

For accounting purposes, the disposition of Sleeping Giant is considered a discontinued operation and its results for 2005 and comparative years are presented separately on the Statements of Operations and Cash Flow.  

The gain on sale and statements of operations and cash flow information from Sleeping Giant are as follows:

a)

Gain on sale in 2005:

Total Consideration		$4,984,336
Less:
Net assets disposed of
Cash overdraft	($217,312)
Working capital	(1,484,013)
Reclamation deposits	1,097,530
Property, plant and equipment	614,004
Mineral properties	3,350,800
Asset retirement obligations	(1,587,287)
Other long term liabilities	(744,293)	1,029,429
Gain on sale		$3,954,907

b)

Earnings from discontinued operation:

	2005	2004
	$	$
Revenues	5,218,178	17,517,861
Operating costs	(4,912,706)	(13,406,291)
Depreciation and depletion	(441,695)	(3,493,687)
Accretion	(33,159)	(94,853)
Write-down of resource assets	-	(4,742,973)
Net earnings (loss)	(169,382)	(4,219,943)
Gain on sale	3,954,907	-
Net earnings (loss) from discontinued operation	3,785,525	(4,219,943)

c)

Cash flow from discontinued operation:

	2005	2004
	$	$
Operating activities	207,881	5,221,943
Investing activities	(852,568)	(4,611,080)
Financing activities	334,892	209,113
Net increase (decrease) in cash	(309,795)	819,976

- 30 -

Aurizon Mines Ltd.

5.

REFUNDABLE MINING DUTIES AND TAX CREDITS

As at December 31, 2006, the Company has accrued $4,588,037 (2005 - $2,275,000) in respect of 2004 and 2005 Quebec mining duties refunds, of which $2,430,978 relating to 2004 was received subsequent to year-end.  The Company has also accrued $3,298,407 for a 2006 Quebec mining duties refund which is expected to be recovered in 2008.

As at December 31, 2006, the Company has accrued $804,252 in respect of Quebec refundable tax credits arising from certain eligible exploration expenditures (2005 - $814,217).  In addition, the Company has $7.7 million of non-refundable tax credits which may be applied against Quebec capital and income taxes (Note 13).

6.

INVENTORIES

	2006	2005
	$	$
Supplies inventory	2,004,970	897,352
Gold bullion & in-process inventory	3,836,050	-
Total inventories	5,841,020	897,352

7.

DEFERRED FINANCE COSTS

Financing costs associated with the $75 million project loan facility (Note 11) totaling $5,252,392 (2005 - $480,716), of which interest costs represented $2,399,553 (2005 – nil), have been deferred as at December 31, 2006.  These costs will be charged to operations over the term of the indebtedness.

8.

PROPERTY, PLANT AND EQUIPMENT

	2006	2005
	$	$
Cost	40,959,175	22,423,976
Accumulated depreciation and write-downs	(1,049,241)	(961,592)
Net Book Value	39,909,934	21,462,384
Net Book Values:
Casa Berardi, Quebec	39,377,919	20,923,408
Others, Canada	532,015	538,976
	39,909,934	21,462,384

Property, plant and equipment includes $245,480 (2005 - nil) of assets under a capital lease.

- 31 -

Aurizon Mines Ltd.

 9.

MINERAL PROPERTIES

	2006	2005
	$	$
Non-producing mining property
Casa Berardi, Quebec	134,237,494	83,144,045
Other exploration properties
Joanna, Quebec	299,000	-
Kipawa, Quebec	69,541	-
	368,541
	134,606,035	83,144,045

a)

Casa Berardi Property

The Company holds a 100% interest in the Casa Berardi property near La Sarre, Quebec.  

As at December 31, 2006, the Company has received government assistance totaling $1,973,161 that is repayable if commercial production is reached at Casa Berardi.  Repayment of 30% of the assistance is due within 24 months, an additional 30% within 36 months, and the remaining 40% within 48 months of the achievement of commercial production.  Upon commercial production at Casa Berardi, the repayable government assistance will be recorded as a liability and the carrying value of the mineral property will be increased by the same amount.

No direct government assistance has been received for Casa Berardi in the past four years.

b)

Beaufor Mine and Perron Property

The Company retains a gold-indexed royalty on future gold production from the Beaufor mine and Perron property.  On the first 220,000 ounces of gold production from Beaufor, the Company receives royalties of $5 per ounce on 50% of the production when the prevailing gold price is greater than US$280 per ounce, and $12.50 per ounce when gold prices are above US$300.  On production in excess of 220,000 ounces, the Company is entitled to receive royalties ranging from $17 per ounce to $30 per ounce at gold prices ranging from US$300 to US$500 per ounce.  As at December 31, 2006, the Beaufor Mine had produced 224,620 ounces of gold pursuant to the royalty agreement.  During 2006, the Company received royalties totaling $193,530 in respect of the Beaufor mine (2005 - $230,657).

The Company also retains a royalty on 100% of any production from the Perron property, ranging from $17 per ounce to $30 per ounce at gold prices ranging from US$300 to US$500 per ounce.  There has been no commercial production from the Perron property to date.

c)

Joanna Property, Quebec

Pursuant to a letter of intent dated June 29, 2006, the Company has an option to earn a 100% interest in the Joanna Property, subject to a 2% net smelter royalty, by incurring exploration expenditures of $3.5 million over three years, payments of $500,000 in cash or shares and the issuance of 50,000 shares of the Company, of which $121,950 in cash and 7,500 shares at a fair value of $28,050 have been paid and issued to December 31, 2006.  On October 13, 2006, 50,000 shares were issued at a fair value of $149,000 pursuant to the option agreement.  Exploration expenditures of $1 million must be incurred by the first anniversary of the date of the letter of intent, of which $119,219 had been incurred as at December 31, 2006.  An advance royalty of $500,000 is payable upon completion of a feasibility study on the property.

d)

Kipawa Property, Quebec

The Company has acquired mineral claims in Quebec by staking at a cost of $69,541.

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Aurizon Mines Ltd.

10.

COMMITMENTS

a)

Non-hedge derivatives

A condition of closing the $75 million project debt facility on February 23, 2006 was the requirement to implement gold price protection and foreign currency programs (Note 11).  The Company’s non-hedge derivative positions at December 31, 2006 were as follows:

	2007	2008	2009	2010	Total
Gold
Put options purchased:
US$500 strike price – ounces	59,469	77,306	84,842	65,814	287,431
Call options sold - ounces	59,469	77,306	84,842	65,814	287,431
Average price per ounce	US$813	US$848	US$882	US$908	US$865
Canadian – U.S. dollars
Forward sales contracts – Cdn$	$3,600,000	$21,000,000	$16,800,000	$18,600,000	$60,000,000
Average exchange rate	1.13	1.13	1.12	1.11	1.12

As at December 31, 2006, the unrealized mark-to-market loss of the gold non-hedge derivative positions totaled $7,572,645 and the currency non-hedge derivative position had an unrealized mark-to-market loss of $1,172,588, for a total loss of $8,745,233.  These losses have been charged to operations.  There are no margin requirements with respect to these derivative positions.

b)

Employee Incentive Plan

The Company has an employee incentive plan for the discovery and acquisition of mineral deposits.  Under the terms of this plan, an annual bonus of 0.2% of the net smelter revenues (“NSR”) in excess of $500,000 of cumulative NSR shall become payable.  As at December 31, 2006 the cumulative NSR totaled $10,000.

11.

LONG-TERM DEBT

a) Long-term debt

	2006
	$
Casa Berardi loan facility	73,057,569
Capital lease obligation	218,394
	73,275,963
Less current portions:
Casa Berardi loan facility	(4,383,454)
Capital lease obligation	(52,070)
	(4,435,524)
Long-term debt	68,840,439

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Aurizon Mines Ltd.

11.

LONG-TERM DEBT

b)

Project loan facility

On February 23, 2006, the Company closed a $75 million project loan facility, with a syndicate of banks, to be used for the construction of Casa Berardi.  All of the Casa Berardi project assets are pledged as security for the senior debt.  The loan facility has a 4.5 year term with the first principal repayment date on September 30, 2007 and the final principal repayment due on September 30, 2010.  The Company may make draws in the form of a bankers’ acceptance loan or a prime rate based loan.  The prime loan interest rate is prime plus 1.25%, and the bankers’ acceptance loan rate is the prevailing CDOR rate plus 2.25%.  Upon achieving commercial production and meeting certain operating performance benchmarks, the interest rate margin on the prime rate based loans and the bankers’ acceptance loans reduce to 0.875% and 1.875% respectively.  A standby fee of 0.75% will be charged on any undrawn portion of the facility.  The loan may be repaid at any time without penalty.  Any undrawn portion of the facility up to a limit of $7.5 million may be converted to a revolving credit facility.  

A principal repayment of 6% of the outstanding debt is due on September 30, 2007, accordingly $4,383,454 is reflected as a current portion of the outstanding debt.

c)

Restricted cash

As at December 31, 2006, in accordance with the terms of the $75 million project loan facility, $19,357,224 was held in restricted accounts that can only be used to fund Casa Berardi project costs, with the exception that $3 million may be used to fund general and administrative costs of the Company.   These funds will be released upon achievement of certain operating performance benchmarks, anticipated in late 2007.

d)

Capital Lease

The Company is obligated to pay $218,394 under a capital lease for equipment for a term of 48 months, of which $52,070 is due in 2007.  The capital lease provides that the Company may purchase the leased equipment for a nominal amount at the end of the lease term.  

The following outlines the estimated future minimum lease payments under the lease:

2007	$52,070
2008	$56,348
2009	$60,977
2010	$48,999
Total	$218,394

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Aurizon Mines Ltd.

12.

ASSET RETIREMENT OBLIGATIONS

	2006	2005
	$	$
Asset retirement obligations   – beginning of year	2,095,476	1,363,597
Obligations incurred during the year	-	622,791
Accretion expense	151,455	109,088
Asset retirement obligations   - end of year	2,246,931	2,095,476

	Total Undiscounted Asset Retirement Obligation	Credit-adjusted risk-free rates	Estimated Timing of payment
	$
Casa Berardi, Quebec:
Initial obligation estimate	2,725,836	8.0%	2014
Changes in cash flow estimates	948,567	5.4%	2014
	3,674,403	7.3%	2014

As at December 31, 2006, $138,348 (2005 - $106,771) of reclamation deposits had been invested in restricted deposits for future site reclamation obligations at Casa Berardi.

13.

INCOME TAXES

The provision for income and mining taxes is different from the amount that would have resulted from applying the combined Federal and Provincial income tax rates of 32% in 2006, 31% in 2005 and 31% in 2004 as a result of the following:

	2006	2005	2004
	$	$	$
Loss before income taxes	(19,548,211)	(3,957,126)	(1,433,670)
Combined Federal and Provincial rates	32.02%	31.02%	31.01%
Income taxes (income tax benefit) at combined Federal and  Provincial rates	(6,259,337)	(1,227,500)	(444,438)
Increase (decrease) resulting from:
Resource allowance	176,148	1,233,777	571,417
Change in valuation allowance	1,621,767	(3,447,623)	(89,520)
Expiry of loss carry-forwards	761,129	-	-
Benefit related to non-taxable Quebec mining duties refund	(1,617,319)	-	-
Effect of change in enacted Federal tax rates	274,280	-	-
Tax assets restricted due to sale of Sleeping Giant	-	1,180,973	-
Non-taxable portion of gains	(2,991)	(25,918)	(56,294)
Non-deductible costs	559,097	231,291	18,835
Future income tax recovery	(4,487,226)	(2,055,000)	-
Capital taxes (recovery) expense	(24,629)	139,871	42,272
Income tax (recovery) expense	(4,511,855)	(1,915,129)	42,272

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Aurizon Mines Ltd.

13.

INCOME TAXES (Continued)

Temporary differences giving rise to future income tax assets and liabilities:

	2006	2005
	$	$
Future income tax assets
Unrealized non-hedge derivative losses	2,789,729	-
Asset retirement obligations	716,771	712,881
Other	1,036,646	1,473,163
Non-capital losses	13,393,298	12,502,456
	17,936,444	14,688,500
Less: valuation allowance	(6,643,894)	(5,022,127)
	11,292,550	9,666,373
Future income tax liabilities
Deferred finance costs	365,772	-
Mineral properties	9,651,443	6,317,809
Property, plant & equipment	1,034,864	1,454,248
Other	240,471	1,894,316
	11,292,550	9,666,373

As at December 31, 2006, a future income tax liability of $8,566,572 (2005 - $5,384,379) existed in respect of Quebec mining duties.  This liability is payable at a tax rate of 12% of future mining income that exceeds $66 million of accumulated costs available for deduction against income for mining duties tax purposes.

The Company has approximately $110 million of accumulated exploration and development costs and capital costs available for deduction against income for tax purposes in future years, which may be carried forward indefinitely.  The Company also has non-capital losses of $47 million which may be carried forward from 2007 to 2016, before expiring.

In addition, the Company has Quebec non-refundable tax credits of $7.7 million which may be carried forward from 2013 to 2016, before expiring and $2.6 million of federal non-refundable tax credits which maybe carried forward from 2013 to 2016.  No benefit has been recognized in respect of these amounts.

As a result of the renunciation of tax benefits relating to flow through shares in 2006 and 2005, tax benefits not previously recognized have been offset against the future tax liabilities arising on flow through share renunciation.  This resulted in a tax recovery being recorded in 2006 of $4,487,226 (2005 - $2,055,000) with a corresponding reduction in shareholders’ equity.

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Aurizon Mines Ltd.

14.

SHARE CAPITAL

a)

Authorized:

500,000,000 Common Shares without par value.

100,000,000 Preferred Shares without par value of which 8,050,000 are designated as Series "A" Convertible Preferred Shares (Issued - none) and 1,135,050 are designated as Series "B" Convertible Preferred Shares (Issued - none).

b)

Issued and fully paid:

Common Shares	Shares	Amount
		$
December 31, 2003	97,362,619	121,750,973
Private placements	4,500,000	8,342,588
Exercise of warrants	410,303	553,602
Exercise of stock options	1,148,600	1,115,360
December 31, 2004	103,421,522	131,762,523
Private placements	14,777,776	24,039,000
Public offering	20,740,750	26,177,277
Exercise of stock options	592,000	593,500
Future income tax effect of flow through shares	-	(2,055,000)
December 31, 2005	139,532,048	180,517,300
Private placements	5,500,000	14,188,476
Future income tax effect of flow through shares	-	(4,487,226)
Mineral property payments	57,500	177,050
Exercise of stock options	1,223,500	2,935,098
December 31, 2006	146,313,048	193,330,698

On March 30, 2006, the Company completed a private placement of 5,500,000 flow through common shares of the Company at a price of $2.75 per share, for gross proceeds of $15,125,000.  Total issue costs related to this private placement totaled $936,524.

At December 31, 2006, the Company had met the requirement to incur $15,125,000 of eligible flow through expenditures.  These expenditures will be renounced for tax purposes in 2007.

On December 2, 2005, the Company completed a bought deal public offering with a syndicate of underwriters whereby the syndicate purchased 20,740,750 common shares of the Company at a price of $1.35 per share, for gross proceeds of $28 million.  Total issue costs relating to this offering were $1,822,737.

On March 31, 2005, the Company completed a private placement of 7,805,555 flow through common shares of the Company at a price of $1.80 per share and 3,638,888 common shares at a price of $1.50 per share, resulting in gross proceeds of $19,508,331.  On April 21, 2005 the Company issued a further 2,750,000 flow through common shares at a price of $1.80 per share and 583,333 common shares at a price of $1.50 per share for gross proceeds of $5,825,000.  Issue costs related to this private placement totaled $1,294,331.

On June 30, 2004, the Company completed a Private Placement of 4,500,000 flow through common shares at a price of $2.00 per share, resulting in gross proceeds of $9,000,000.  In addition, the Company issued broker warrants entitling the holder to purchase 180,000 common shares at a price of $2.00 per share on or before June 30, 2005.  None of the warrants were exercised.  Issue costs related to this private placement totaled $657,412.

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Aurizon Mines Ltd.

14.

SHARE CAPITAL (Continued)

c)

Warrants

Warrants outstanding as at December 31, 2005 and the changes during the year are presented below:

	2005
	Shares	Weighted-average exercise price
Outstanding at beginning of year	6,300,370	$2.43
Issued	-	-
Exercised	-	-
Expired	(6,300,370)	$2.43
Outstanding at end of year	-	-

No warrants were issued or expired during 2006.

d)

Incentive Stock Options

The Company maintains an incentive stock option plan (“the Plan”) covering directors and certain key employees.  The exercise price of the options is based upon the trading price of the common shares at the date of grant.  Certain of the options vest immediately and are exercisable at the date of grant and others vest over a three year period, of which 25% vest immediately.  The maximum number of options available under the Plan may not exceed 8,229,900 shares.

The status of stock options granted to employees and directors as at December 31, 2006 and 2005 and the changes during the years ended on those dates is presented below:

	2006		2005
	Shares	Weighted-average exercise price	Shares	Weighted-average exercise price
Outstanding at beginning of year	2,482,500	$1.64	1,584,500	$1.57
Granted	2,120,000	$2.40	1,550,000	$1.44
Exercised	(1,223,500)	$1.89	(592,000)	$1.00
Expired	(15,000)	$1.50	(60,000)	$1.13
Outstanding at end of year	3,364,000	$2.02	2,482,500	$1.64
Vested and exercisable at the end of the year	3,349,000	$2.02	2,482,500	$1.64

A summary of information about the incentive stock options outstanding and exercisable at December 31, 2006 is as follows:

Exercise prices	Number outstanding	Weighted-average remaining contractual life	Weighted-average exercise price
$1.37 - $2.06	1,314,000	2.6 years	$1.44
$2.07 - $2.81	2,050,000	4.4 years	$2.40

During the first quarter of 2006, incentive stock options were granted to Casa Berardi employees to purchase up to 60,000 shares at an exercise price of $2.57 per share.  The fair value of the options granted was estimated as $0.96 per share option on the date of grant based on the Black-Scholes option-pricing model, which resulted in stock based compensation of $57,703.  As these options were granted to Casa Berardi employees, the expense has been capitalized to mineral properties.

- 38 -

Aurizon Mines Ltd.

14.

SHARE CAPITAL (Continued)

During the second quarter of 2006, incentive options were granted to officers, directors and employees to purchase up to 2,000,000 shares at an exercise price of $2.38 per share.  The fair value of the options granted was estimated as $1.07 per share option on the date of grant based on the Black-Scholes option-pricing model, which resulted in stock based compensation of $2,144,000.  As certain options were granted to employees of Casa Berardi, $418,080 has been capitalized to mineral properties and $1,725,920 charged to operations.

During the third quarter of 2006, incentive stock options were granted to senior staff members at Casa Berardi to purchase up to 60,000 shares at an exercise price of $2.81 per share.  These options vest over a three year period, of which 25% vest immediately.  The fair value of the options granted was estimated at $1.08 per share option on the date of the grant based on the Black-Scholes option-pricing model, which resulted in stock based compensation of $64,980.  As these options were granted to employees of Casa Berardi, the expense has been capitalized to mineral properties.

The fair value of each option is estimated on the date of grant based on the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants:

	2006	2005	2004
Expected volatility	49%	53%	52%
Risk-free interest rate	4.20%	3.59%	3.24%
Expected lives	4.4 Years	3.2 Years	2 Years
Dividend yield	Nil	Nil	Nil
Stock based compensation costs	$2,266,283	$726,099	$36,757
Allocated as follows:
Charged to operations	$1,725,920	$726,099	$36,757
Capitalized to mineral properties	$540,363	-	-
Stock based compensation
Beginning of year	$1,176,856	$450,757	414,000
Stock based compensation expense	$2,266,283	$726,099	36,757
Exercise of stock options	($621,089)	-
End of year	2,822,050	1,176,856	450,757

15.

CORPORATE TAKEOVER BID COSTS

On May 23, 2006, Northgate Minerals Corporation (“Northgate”) announced its intention to make an unsolicited offer to acquire all of the Company’s outstanding shares.  The Company’s Board of Directors concluded that the Northgate offer was inadequate and not in the best interests of the Company’s shareholders and on June 15, 2006, the Company commenced an action to enforce its confidentiality and standstill agreement with Northgate dated October 19, 2005 and to recover damages for costs incurred as a result of such breach.

On July 6, 2006, the B.C. Court of Appeal upheld a June 29, 2006 decision by the B.C. Supreme Court to grant a permanent injunction enforcing the confidentiality and standstill agreement entered into by Northgate for the remainder of its one-year term, the effect of which prevented Northgate from proceeding with its unsolicited takeover bid for the Company.

The costs incurred as a result of this unsolicited bid totaled $5,247,426 and have been charged to operations.  The Company has an outstanding claim against Northgate and Northgate Acquisition ULC for damages up to the date of the injunction.

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Aurizon Mines Ltd.

16.

CASH FLOW INFORMATION

a)

Analysis of Change in Non-cash Working Capital Items

	2006	2005	2004
	$	$	$
Accounts receivable	735,674	(960,500)	(302,877)
Gold Inventory	(3,836,050)	-	(284,725)
Supplies Inventory	(1,107,618)	(111,304)	(274,696)
Prepaids	109,092	(668,000)	(171,430)
Accounts payable and accrued liabilities	(22,017)	1,002,584	(217,338)
Increase  in non-cash working capital	(4,120,919)	(737,220)	(1,251,066)

b)

Other information

	2006	2005	2004
	$	$	$
Taxes paid	-	58,737	106,171
Interest paid	2,399,553	-	-
Non-cash items:
Fair value of shares issued for   mineral properties (Note 9 ( c))	177,050	- -	- -

c)

Cash and cash equivalents

	2006	2005
	$	$
Cash	500,798	292,685
Short-term investments with maturities of less than   three months, bearing interest at rates varying   from 4.16% to 4.22% (3.04% to 3.92% in 2005)	8,964,417	24,717,528
Cash and cash equivalents	9,465,215	25,010,213

17.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value approximates the amounts reflected in the consolidated financial statements for cash and cash equivalents, restricted cash, accounts receivable, refundable tax credits, reclamation deposits, and accounts payable.

At December 31, 2006, the Company had commodity and currency contracts as described in note 10(a).

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Aurizon Mines Ltd.

18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The effect of the material measurement differences between generally accepted principles in Canada and the U.S. on the Company’s balance sheets and statements of loss and deficit is summarized as follows:

a)

Balance Sheets

	2006			2005
	Canadian GAAP	Adjustments	U.S. GAAP	Canadian GAAP	Adjustments	U.S. GAAP
Cash	9,465,215		9,465,215	25,010,213		25,010,213
Restricted cash	19,357,224		19,357,224	-		-
Accounts receivable	1,822,447		1,822,447	2,262,654		2,262,654
Refundable mining duties	4,588,037		4,588,037	2,275,000		2,275,000
Refundable tax credits	804,252		804,252	814,217		814,217
Inventories	5,841,020	455,443	6,296,463	897,352		897,352
Prepaids	1,145,552		1,145,552	1,254,644		1,254,644
Current assets	43,023,747		43,479,190	32,514,080		32,514,080
Refundable mining duties	3,298,407		3,298,407	2,479,024		2,479,024
Deferred finance costs (f)	5,252,392	(2,966,328)	2,286,064	480,716		480,716
Reclamation deposits	138,348		138,348	106,771		106,771
Property, plant & equipment	39,909,934	(744,346)	39,165,588	21,462,384		21,462,384
Mineral properties (d)	134,606,035	(4,925,029)	129,681,006	83,144,045	(8,901,522)	74,242,523
Total assets	226,228,863		218,048,603	140,187,020		131,285,498
Current liabilities	8,742,565		8,742,565	7,477,802		7,477,802
Current portion of long term debt	4,435,524		4,435,524	-		-
	13,178,089		13,178,089	7,447,802		7,477,802
Unrealized non-hedge derivative   liabilities	8,745,233		8,745,233	- -		- -
Long-term debt	68,840,439		68,840,439	-		-
Asset retirement obligations	2,246,931		2,246,931	2,095,476		2,095,476
Future income taxes (e)	8,566,572	825,000	9,391,572	5,384,379	4,327,778	9,712,157
Total liabilities	101,577,264		102,402,264	14,957,657		19,285,435
Share capital	193,330,698			180,517,300
		482,465			482,465
		(410,552)	193,402,611		(4,072,778)	176,926,987
Contributed surplus	742,943	287,893	1,030,836	742,943	287,893	1,030,836
Stock based compensation	2,822,050		2,822,050	1,176,856		1,176,856
Deficit	(72,244,092)	(9,365,066)	(81,609,158)	(57,207,736)	(9,926,880)	(67,134,616)
Total shareholders’ equity	124,651,599		116,171,660	125,229,363		112,000,063
Total liabilities & shareholders’   equity	226,228,863		218,048,603	140,187,020		131,285,498

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Aurizon Mines Ltd.

18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

b)

Statements of Operations and Deficit

		2006	2005	2004
		$	$	$
Net Loss from continuing operations - under Canadian GAAP	(15,036,356)		(2,041,997)	(1,475,942)
Gold revenues	5,011,415		-	-
Operating costs	(2,436,228)		-	-
Depletion and depreciation expense	(1,042,563)		-	-
Interest on long term debt	(583,705)		-	-
Amortization of accretion	(151,455)		-	-
Future income tax expense (e)	(159,448)		(255,000)	-
Amortization of deferred finance charges	(76,202)		-	-
Net Loss from continuing operations - under U.S. GAAP	(14,474,542)		(2,296,997)	(1,475,942)
Net Earnings (Loss) from discontinued operations	-		3,785,525	(3,484,643)
Net Earnings (Loss) for the year – under U.S. GAAP	(14,474,542)		1,488,528	(4,960,585)
Deficit - under U.S. GAAP – Beginning of Year	(67,134,616)		(68,623,144)	(63,662,559)
Deficit – under U.S. GAAP – End of Year	(81,609,158)		(67,134,616)	(68,623,144)
Basic and diluted loss per common share from continuing operations – under U.S. GAAP	(0.10)		(0.02)	(0.01)
Basic and diluted earnings (loss) per common share - under U.S. GAAP	(0.10)		0.01	(0.05)

c)

Statements of Cash Flow

	2006	2005	2004
	$	$	$
Cash flow from operating activities – under Canadian GAAP	(13,022,077)	(4,137,285)	(3,186,542)
Gold revenues	5,011,415	-	-
Operating costs	(2,436,228)	-	-
Interest on long term debt	(583,705)	-	-
Cash flow from operating activities – under U.S. GAAP	(11,030,595)	(4,137,285)	(3,186,542)
Investing activities – under Canadian GAAP	(87,529,694)	(32,937,448)	(22,510,381)
Gold revenues deferred	(5,011,415)	-	-
Operating costs capitalized	2,436,228	-	-
Interest on long term debt capitalized	583,705	-	-
Investing activities – under U.S. GAAP	(89,521,176)	(32,937,448)	(22,510,381)
Financing activities – under Canadian and U.S. GAAP	85,006,773	50,329,060	10,011,550
Increase (decrease) in cash from continuing operations -  under Canadian and U.S. GAAP	(15,544,998)	13,254,327	(15,685,373)

- 42 -

Aurizon Mines Ltd.

18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

d)

Mineral Property Exploration Expenditures

Mineral property exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in note 2.  For U.S. GAAP purposes, the Company expenses as incurred exploration expenditures relating to unproven mineral properties.  When proven and probable reserves are determined for a property, subsequent exploration and development costs of the property are capitalized.  

e)

Flow-through shares

As described in note 14, the Company issued by way of private placements, 5,500,000 flow through common shares at $2.75 per share in 2006; 10,555,555 flow-through common shares at $1.80 per share in 2005; and 4,500,000 flow-through common shares at $2.00 per share in 2004.  The Company received premiums to market on these issuances of $825,000, $4,327,778 and $1,800,000 respectively, which were recorded in share capital under CanadianGAAP.  For SFAS 109, “Accounting for Income Taxes”, the proceeds should be allocated between the offering of the shares and the sale of tax benefits when the shares are offered.  The allocation is made based on the difference between the quoted price of the shares and the amount the investor pays for the flow-through shares.  A liability is recognized for the premium paid by the investors.< /P>

For Canadian GAAP purposes, the Company has recorded future income tax recoveries of $4,487,226 and $2,055,000 for 2006 and 2005 respectively and a corresponding reduction of share capital in respect of the flow through share financings for which the costs were renounced.  Under U.S. GAAP, future income taxes differ because of the different accounting treatment for flow-through shares.

f)

Deferred start-up costs

Under Canadian GAAP, certain mine start-up costs are deferred until the mine reaches commercial levels of production and are amortized over the life of the project.  Under U.S. GAAP, these costs are expensed once the mine commences production of gold.  Accordingly, revenues, cost of sales, accretion of asset retirement obligations, depreciation of life of mine assets and financing costs are all expensed when gold production commences for U.S. GAAP purposes.

g)

New Pronouncements

i)

In June 2006 FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of SFAS Statement No. 109”.  This interpretation provides guidance on recognition and measurement of uncertainties in income taxes and is effective for our 2007 fiscal year end.  The Company does not expect the adoption of this Interpretation to have a significant effect on our results of operations or financial position.

ii)

In September 2006 FASB issued SFAS No. 157, “Fair Value Measurement” in order to define fair value, establish a framework for measuring fair value and to expand disclosures about fair value measurements.  The statement only applies to fair value measurements that are already required or permitted under current accounting standards and is effective for fiscal years beginning after November 15, 2007.  The Company does not expect the adoption of this Interpretation to have a significant effect on the Company’s results of operations or financial position.

iii)

Effective January 1, 2006, we adopted Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment” for all employee stock based awards granted, modified or settled after the effective date using the fair value measurement method.

Compensation cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period.  For unvested awards outstanding as of the effective date, compensation will be recognized based upon the grant-date fair value determined under SFAS No. 123 “Accounting for Stock-Based Compensation”.  Upon adoption of SFAS 123R using the modified prospective method, there was no cumulative impact adjustment required and no differences exist between the accounting for employee stock-based compensation expense in 2006 between Canadian and U.S. GAAP.

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EX-99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis provides a review of the performance of Aurizon’s business and compares its 2006 performance with those of the preceding two years.  This discussion also provides an indication of future developments along with issues and risks that can be expected to impact future operations.  This report has been prepared on the basis of available information up to March 9, 2007 and should be read in conjunction with the financial statements and the related notes thereto which have been prepared in accordance with Canadian GAAP.   All dollar amounts referred to in this discussion and analysis are expressed in Canadian dollars except where indicated otherwise.

Overview

Aurizon is a Canadian based gold producer with development activities in the Abitibi region of north-western Quebec, one of the world’s most prolific gold and base metal regions.  Aurizon owns 100% of the Casa Berardi mine and two early-stage exploration projects.  Pre-production construction at Casa Berardi was completed in the fourth quarter of 2006 and at year end the Mine was in the commissioning and ramp-up phase of operations.  The first gold pours were made in December 2006.  Commercial production is anticipated to commence in the second quarter of 2007.  It is estimated that Casa Berardi will produce approximately 165,000 – 175,000 ounces of gold in 2007 at an estimated total cash cost of US$265 - $285 per ounce, based on a C$/US$ exchange rate of 1.15.

In February 2006, the Company closed a $75 million project loan facility with a syndicate of banks which was used for the completion of construction and start-up of Casa Berardi.  At December 31, 2006, $73.1 million of the facility had been drawn down.

The Company’s growth strategy is to establish a gold production base from the development of Casa Berardi and to increase gold production by means of acquisition, merger of assets or companies having either production or advanced development stage gold projects.  In addition, the Company is carrying out exploration programs with the objective of identifying new gold deposits and increasing its mineral resource base.

Key Financial Data (in $ thousands)	2006	2005	2004
Royalty and interest income	$1,239	$748	$837
Net Loss from continuing operations	($15,036)	($2,042)	($1,476)
Net Earnings (Loss) from discontinued  operation	-	$3,786	($4,220)
Net Earnings (Loss) for the year	($15,036)	$1,744	($5,696)
Earnings (Loss) - per share (Basic and Diluted)	(0.10)	0.01	(0.06)
Continuing operations – Loss per share (Basic and Diluted)	(0.10)	(0.02)	(0.01)
Cash outflow from operating activities	($13,022)	($4,137)	($3,186)
Cash and restricted cash	$28,822	$25,010	$12,066
Working capital	$29,846	$25,036	$12,243
Long-term debt	$68,840	-	-
Shareholders’ equity	$124,652	$125,229	$74,005

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Aurizon Mines Ltd.  Financial Report 2006

Financial Review

Non-cash charges associated with derivative instruments and stock option grants, together with costs associated with an unsolicited takeover bid, resulted in a net loss of $15 million, or ($0.10) per share in 2006, compared with net losses of $2 million, or ($0.02) per share, and $1.5 million, or ($0.01) per share from continuing operations in 2005 and 2004, respectively.  

The net loss in 2006 included a number of non-cash items, including an $8.7 million mark-to-market charge for non-hedge derivative instruments, a $1.7 million charge for stock option grants and a $4.5 million future income tax recovery.  The 2006 loss also included non-recurring expenses totaling $5.3 million related to an unsolicited takeover bid.  In 2005, the net loss from continuing operations included a $0.7 million non-cash charge for stock option grants and a $2 million future income tax recovery.  There were no significant non-cash or non-recurring adjustments in 2004.  

Revenue

The Casa Berardi Mine produced 17,731 ounces of gold in 2006, of which 6,882 ounces were sold prior to year-end, resulting in proceeds of $5.0 million.  Since Casa Berardi was in a pre-commercial production phase during 2006, these proceeds have been credited against the related deferred expenses.  

Royalty and other income in 2006 totaled $1,239,000, compared to $748,000 in 2005 and $837,000 in 2004.  Interest income rose to $1.0 million in 2006 compared to $0.5 million in both 2005 and 2004 as a result of higher average cash balances maintained throughout 2006.  Royalty income from the Beaufor mine provided $194,000 in 2006, compared to $231,000 and $331,000 in 2005 and 2004, respectively.

Expenses

Higher stock based compensation costs relating to the fair value of stock options granted in 2006 have resulted in administrative and general costs increasing to $5.3 million, compared to $4.2 million and $2.6 million in 2005 and 2004, respectively.  Stock based compensation costs charged to operations totaled $1.7 million in 2006, compared to $726,000 and $37,000 in 2005 and 2004, respectively. Excluding these non-cash stock option grant charges, general and administrative costs were $3.6 million in 2006, compared with $3.5 million in 2005.

Exploration activities associated with two new exploration projects in Quebec in 2006 resulted in $624,000 being charged to operations.  In accordance with its growth strategy of exploring and developing prospective land positions, close to infrastructure, the Company optioned the Joanna property and acquired the Kipawa project in the Abitibi region of Quebec.  At Kipawa, airborne geophysical surveys and till sampling programs were conducted in 2006 and at Joanna, compilation work of previous historic geological data was performed.  There were no exploration costs charged to operations in 2005 or 2004.

Interest and financing costs associated with the $75 million project loan facility, totaling $5.3 million at the end of 2006, have been deferred and will be amortized over the term of the indebtedness.  Interest costs paid in 2006 totaled $2.4 million.

A non-cash charge of $8.7 million was recorded in 2006 in respect of unrealized non-hedge derivative losses.  The non-hedged derivative instruments comprise gold and U.S. dollar price protection contracts that were required as a condition of the $75 million loan facility to finance the completion and start-up of the Casa Berardi Mine.  As at December 31, 2006, the unrealized mark-to-market derivative loss of the gold non-hedge derivative positions totaled $7,572,645 and the currency non-hedge derivative position had an unrealized mark-to-market loss of $1,172,588.  There are no margin requirements with respect to these derivative positions.

- 9 -

Aurizon Mines Ltd.  Financial Report 2006

The Company’s non-hedge derivative positions at December 31, 2006 were as follows:

	2007	2008	2009	2010	Total
Gold
Put options purchased:
US$500 strike price – ounces	59,469	77,306	84,842	65,814	287,431
Call options sold - ounces	59,469	77,306	84,842	65,814	287,431
Average price per ounce	US$813	US$848	US$882	US$908	US$865
Canadian – U.S. dollars
Forward sales contracts – Cdn$	$3,600,000	$21,000,000	$16,800,000	$18,600,000	$60,000,000
Average exchange rate	1.13	1.13	1.12	1.11	1.12

The Company does not have any fixed price gold contracts.  This allows the Company to sell its gold production at spot market prices up to an average price of US$813 per ounce in 2007 rising to US$908 per ounce in 2010.  If gold prices exceed these levels, approximately 74% of planned production, over the term of the loan, can be sold at the higher prevailing prices.  The gold options expire on a monthly basis, starting in January 2007 and ending in September 2010.

In May 2006, Northgate Minerals Corporation announced an unsolicited takeover bid for the Company, which the board, in consultation with their financial advisors, recommended shareholders reject.  On July 6, 2006, the B.C. Court of Appeal upheld a June 29, 2006 decision by the B.C. Supreme Court to grant a permanent injunction enforcing the confidentiality and standstill agreement previously entered into by Northgate, the effect of which prevented Northgate from proceeding with its bid.  The costs associated with the Northgate bid totaled $5.3 million and have been charged to operations.  The Company has an outstanding damages claim for costs incurred as a result of Northgate’s breach of contract.

A loss on sale of surplus equipment at Casa Berardi of $49,887 was realized in 2006 compared to gains of $115,000 and $519,000 in 2005 and 2004, respectively.  Foreign exchange losses of $45,000 and $126,000 were realized in 2006 and 2005, respectively as a result of the strengthening Canadian dollar during the year, compared to a gain of $102,000 in 2004.

Capital taxes for 2006 increased to $797,000 as a result of the significant increase in the capitalization of the Company, compared to $518,000 and $329,000 in 2005 and 2004, respectively.  The elimination of federal capital taxes in 2006 resulted in a recovery of $25,000 in 2006 compared to charges of $140,000 and $42,000 in the prior two years.

The Company has recorded future income tax benefits totaling $4.5 million in 2006 and $2.1 million in 2005, in respect of flow through share financings in which the costs were renounced.  As the Company has unrecognized future tax assets and the taxable temporary differences relating to the flow through are expected to reverse during the loss carry forward period, these benefits have resulted in this future income tax recovery.

In 2005, the Company sold its 50% interest in the Sleeping Giant operating gold mine for $5 million and received its share of gold production up to April 30, 2005, the effective date of the sale.  For accounting purposes, the disposition is considered a discontinued operation.  Consequently, the 2005 Sleeping Giant operating results, as well as prior year’s results, are shown as a single line on the Statements of Operations and Cash Flow.  Net earnings from this discontinued operation in 2005 were $3.8 million compared to a net loss of $4.2 million in 2004.  All environmental liabilities and reclamation costs associated with the operation and ultimate closure of the mine have been assumed by the purchaser.

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Aurizon Mines Ltd.  Financial Report 2006

Summary of Quarterly Results and Fourth Quarter Review

2006	4th Quarter	3rd Quarter	2nd Quarter	1st Quarter
Revenue	318,777	314,315	368,236	237,521
Net Earnings (Loss)	(2,170,094)	4,817,690	(11,922,365)	(5,761,587)
Earnings (Loss) per share – basic and diluted	(0.01)	0.03	(0.08)	(0.04)
2005	4th Quarter	3rd Quarter	2nd Quarter	1st Quarter
Revenue	170,908	209,058	233,323	134,574
Net Earnings (Loss) from continuing operations	(1,355,617)	(794,404)	(1,265,074)	1,373,098
Net Earnings (Loss)	(1,355,617)	(794,404)	2,740,190	1,153,359
Earnings (Loss) per share from continuing operations –   Basic and diluted	(0.01)	(0.01)	(0.01)	0.01
Earnings (Loss) per share - Basic and diluted	(0.01)	(0.01)	0.02	0.01

In the fourth quarter of 2006, non-cash charges associated with derivative instruments totaling $3.1 million, partially reduced by a non-cash future income tax recovery of $2.1 million, resulted in a net loss of $2.2 million, or ($0.01) per share, compared to a net loss of $1.4 million, or ($0.01) per share in the fourth quarter of 2005.

In 2006, non-cash gains and losses associated with the mark-to-market adjustment of non-hedge derivative instruments had a major impact on the quarterly operating results.  Non-cash charges of $7.1 million, $4.4 million and $3.1 million were reported in the first, second, and fourth quarters of 2006, respectively and a non-cash gain of $5.9 million was reported in the third quarter of 2006.  Non-cash future income tax recoveries totaling $2.3 million and $2.1 million were recognized in the first and fourth quarters of 2006, respectively.

The second quarter loss in 2006 of $11.9 million, or ($0.08) per share, was adversely impacted by the $5.2 million costs associated with an unsolicited takeover bid and to non-cash charges associated with the mark-to-market adjustment of non-hedge derivative instruments totaling $4.4 million and stock option grants totaling $1.7 million.

In the first quarter of 2005, the Company recognized the $2,055,000 flow through share tax benefit, thereby resulting in net earnings from continuing operations for the period.  Excluding this tax benefit, the loss from continuing operations would have been $682,000, reflective of the corporate general and administrative costs, net of royalty and interest income.  In the second and fourth quarters of 2005, the granting of director and key employee stock options, increased costs by $323,000 and $403,000, respectively.  The $2.7 million net earnings in the second quarter of 2005 reflect the $3.95 million gain on sale of the Sleeping Giant Mine.

Cash Flow

Operating Activities  

Corporate and administrative cash costs, offset by royalty and interest income, together with a build-up of gold and supplies inventories, resulted in a cash outflow of $13.0 million from operating activities in 2006, compared to cash outflows of $4.1 million in 2005.  The most significant increase in cash outflows in 2006 was caused by the $5.3 million of costs associated with the unsolicited takeover bid.  Operating activities in 2004 also resulted in a cash outflow of $3.2 million.  Decreases in non-cash working capital totaled $4.1 million, $0.7 million, and $1.3 million, in 2006, 2005 and 2004 respectively.

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Aurizon Mines Ltd.  Financial Report 2006

Investing Activities

Pre-production construction at Casa Berardi was substantially completed during the fourth quarter of 2006 and, at year end, the Mine was in the commissioning and ramp-up phase of operations.  

The Company was successful in constructing Casa Berardi very close to budget, schedule, and design specifications in an environment where cost containment was extremely challenging.  Construction costs at Casa Berardi since the beginning of the second quarter of 2005 (the start date used by the independent consulting firm, Roscoe Postle Associates Inc.(“RPA”) in their October 2005 feasibility study) have totaled $97.7 million.  A further $5.9 million is estimated to complete infrastructure construction that is not required for the mine start up and will be incurred in 2007.  This work includes the installation of the Geho pump that will replace existing smaller pumps used to dewater the Mine; construction of an underground fuel station; completion of ore chutes; raising of the process water pond dam; and expansion of the tailings pond.  Actual construction costs, together with the es timated $5.9 million of additional work yet to be completed, total $103.6 million, $1.0 million higher than the RPA feasibility study cost estimate.  

Modifications made to the October 2005 feasibility study include the following:

§

The shaft depth was reduced by 30 metres to the 760 metre level elevation as it was decided that it would be more cost effective to use the ramp to access the shaft bottom to build the spill pocket and mine the lower limits of the known reserves.

§

Advanced stope preparation was reduced from three months ahead of production to one and a half months in order to maintain ground stability. The stope access design was modified to lower the exposure along the fault plane.

§

Decision to rebuild the existing mobile equipment and acquire new production scoops, rather than lease all the equipment as proposed in the feasibility study, resulted in higher capital costs in 2006.  This will eliminate future cash outlays that would otherwise have to be made for lease payments.

§

Decision to change the stope blasting method from conventional explosives and detonators to emulsion explosives with electronic detonators in order to reduce wall damage and dilution, particularly in the vicinity of the graphic fault.

§

Decision to operate with contract labour in order to avoid recruitment issues at start-up and to optimize the existing expertise on site.

Continued surface and underground development activities at Casa Berardi have resulted in aggregate corporate investing activities totaling $74.5 million in 2006, compared to $41.1 million in 2005, and $25.9 million in 2004.

	2006	2005	2004
Capital Expenditures by project:	$	$	$
Casa Berardi:
Underground development	55,746,996	30,486,682	22,848,799
Property, plant and equipment	18,455,180	10,418,826	3,028,125
Total Casa Berardi expenditures	74,202,176	40,905,508	25,876,924
Other:
Mineral property acquisitions	191,491	-	-
Property, plant and equipment	100,316	195,464	25,627
Total	74,493,983	41,100,972	25,902,551
Represented by:
Property, plant & equipment	18,555,496	10,614,290	3,053,752
Mineral properties	55,938,487	30,486,682	22,848,799
Total	74,493,983	41,100,972	25,902,551

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Aurizon Mines Ltd.  Financial Report 2006

The major underground pre-production and exploration program that was initiated in early 2003 at Casa Berardi continued through to 2006.  The following work was completed at Casa Berardi in 2006:

§

Shaft sinking from the 290 metre level down to the revised 760 metre level.

§

Construction of the backfill network comprising the cement plant, cement slurry distribution piping, raises for the waste rock, and a concrete collar through the soil cover to surface.

§

Construction of the underground infrastructure including the rockbreaker, grizzly, ore/waste chutes and loading pockets at the 690 metre level.

§

Mill rehabilitation, including the installation of a new gravity circuit, refurbishing of the crushing, grinding, carbon in leach, absorption, and refinery circuits.  Refurbishing of the conveyors, piping and electrical wiring.  In addition, new equipment has been purchased for the assay laboratory and electronics have been installed to optimize the ore feed controls.

§

1,246 metres of ramping, including 841 metres to extend the 113 Zone ramp down to the 740 metre level and 405 metres to extend the Lower Inter ramp down to the 570 metre level.

§

4,682 metres of drifting, including 4,508 metres to develop the 650, 670, 690, 710, and 730 metre levels in the 113 Zone and 174 metres to develop the 570 metre level of the Lower Inter Zone.

§

1,300 metres of raising, including 198 metres of ventilation raising, 273 metres of ore and waste pass raises, 772 metres of fill raises and 57 metres for the load out raises.

§

Rebuilding the existing fleet of mobile mine equipment.

§

336 definition drill holes totaling 24,578 metres of definition drilling including 185 holes totaling 9,612 metres within the 113 Zone and 151 holes totaling 14,966 metres within the Lower Inter Zone.

§

48,083 metres of exploration drilling, including 19,779 metres of underground drilling and 28,304 metres of surface drilling.

In 2005, $41.1 million was invested at Casa Berardi for the completion of two feasibility studies, one in January 2005 based upon mineral reserves above the 700 metre level, and another in October 2005 incorporating mineral reserves down to the 900 metre level; construction of a new headframe, hoist room, ore and waste bins; shaft sinking down 290 metres from surface; 113 Zone ramp extended 1,200 metres down to the 680 metre level; Lower Inter Zone accessed down to the 570 metre level with the completion of 429 metres of ramping and drifting; 685 metres of drifting; 367 metres of ventilation raising; initiation of mill rehabilitation with the refurbishing of the crushing circuits, conveyors and assay laboratory; 33,500 metres of definition drilling from 137 holes; 19,000 metres of surface exploration drilling from 32 holes; and detailed engineering for the shaft and surface infrastructure.

In 2004, $25.9 million was invested at Casa Berardi for the construction of the surface foundations and shaft collar; a shaft pilot raise from the 550 metre level to surface; 878 metres of exploration drifts; 53,100 metres of exploration and definition drilling; 102 metres of ventilation raising; and 1,590 metres of ramping down to the 550 metre level.

Underground ore extraction and milling, commenced in November 2006, resulting in the production of 17,731 ounces of gold in 2006.  Gold sales in 2006 totaled 6,882 ounces, resulting in proceeds of $5.0 million.  Since Casa Berardi was in a pre-commercial production phase during 2006, proceeds have been credited against the related deferred expenses included with mineral property costs.  The 10,849 ounces unsold at December 31, 2006 have been valued at mine-site operating costs and included with other inventories on the balance sheet, with a corresponding reduction of deferred costs.

The average ore grade milled of 8.6 grams per tonne and mill recoveries of 93.9% compare favorably with the RPA feasibility grade of 8.0 grams per tonne and mill recoveries of 92% expected in 2006.  The feasibility study had expected mill commissioning to commence in October 2006, whereas the mill start up was approximately a month later, resulting in a shortfall of tonnes processed.

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Aurizon Mines Ltd.  Financial Report 2006

2006 Pre-commercial Production	2006 Actual	Feasibility Study
Tonnes milled	68,481	115,300
Grade – grams/tonne	8.58	8.03
Recovery %	93.9%	92.0%
Gold production	17,731	23,627
Gold sold – ounces	6,882	-

Site reclamation deposits totaling $32,000 were required in 2006 for future site reclamation obligations.  In 2005 and 2004, payments totaling nil and $60,000, respectively, were made.

In 2006, Aurizon received $1.3 million (2005 - $1.4 million; 2004 - $2.4 million) in refundable tax credits relating to certain eligible exploration expenditures.  Aurizon also received provincial refundable mining duties totaling $1.4 million and $0.45 million, in 2005 and 2004, respectively.

Sales of surplus equipment generated proceeds in 2006, 2005 and 2004 of $26,000, $180,000, and $838,000, respectively.  

Financing Activities

During 2006, a flow through equity financing together with the exercise of stock options, resulted in net proceeds of $16.5 million.  In March 2006, the Company completed a private placement of 5,500,000 flow through shares at a price of $2.75 per share, resulting in net proceeds of $14.2 million.  The exercise of 1,223,500 stock options at a weighted average price of $1.89 per share provided a further $2.3 million.

During 2005, two equity financings together with the exercise of stock options resulted in net proceeds of $50.8 million.  In December 2005, the Company received $26.2 million net proceeds from a bought deal public offering from the issuance of 20,740,750 shares at a price of $1.35 per share.  In March and April 2005, the Company completed a private placement of 10,555,555 flow through shares at a price of $1.80 per share and 4,222,221 shares at a price of $1.50 per share, resulting in net proceeds of $24 million.  The exercise of 592,000 stock options at a weighted average price of $1.00 per share provided a further $0.6 million.

One equity private placement was completed in 2004, providing net proceeds of $8.3 million, which, together with the exercise of stock options ($1.1 million) and warrants ($0.6 million), resulted in net proceeds of $10 million.

Draw downs on the $75 million project loan facility totaled $73.1 million in 2006.  A condition of the loan facility required the funding of restricted cash accounts, which totaled $19.4 million in 2006.  The Company entered into a capital lease agreement in 2006 for mining equipment at Casa Berardi, and, as at December 31, 2006 was obligated to pay $218,000.

Deferred finance costs associated with the loan facility, together with interest costs totaled $4.8 million and $0.5 million in 2006 and 2005, respectively.  

Aurizon’s aggregate operating, investing and financing activities during 2006 resulted in a net $15.5 million decrease in its cash balances compared to a net increase of $13.3 million in 2005.  

Balance Sheet

As at December 31, 2006, free cash and cash equivalents stood at $9.5 million, compared to $25 million in 2005.  In addition, restricted cash balances that may be used to fund the Casa Berardi and general and administrative costs totaled $19.4 million at December 31, 2006.  There were no restricted cash balances in 2005.

- 14 -

Aurizon Mines Ltd.  Financial Report 2006

At the end of 2006, Aurizon had working capital of $29.8 million compared to $25 million at the end of 2005.  Long term debt at December 31, 2006 totaled $68.8 million and there was $1.5 million of un-drawn facility.  Based upon the long term debt balance at the end of 2006, the principal repayment amounts and dates are as follows:

Principal repayments on debt:
	$ millions
September 30, 2007	$4.4
March 31, 2008	$12.8
September 30, 2008	$12.8
March 31, 2009	$8.0
September 30, 2009	$12.4
March 31, 2010	$11.7
September 30, 2010	$11.0
Total payments	$73.1

Aurizon had no debt in 2005 or 2004.  In February 2006, as a condition of the $75 million debt facility, Aurizon has entered into certain price protection contracts that are described in the Financial Instruments section of this report.  

As at the date of this report, Aurizon had 146,343,048 common shares issued and outstanding.  In addition, 3.3 million incentive stock options are outstanding that are exercisable into common shares at an average price of $2.02 per share.

Related Party Transactions and Off-Balance Sheet Arrangements

The Company has no related party transactions or off-balance sheet arrangements to report.

Contractual and Other Obligations

The Company’s contractual and other obligations as at December 31, 2006 are summarized as follows:

	Total	Less than 1 Year	2 – 3 Years	4 – 5 Years	More than 5 years
	$	$	$	$	$
Long-term debt	73,100,000	4,400,000	46,000,000	22,700,000	-
Environment and reclamation	3,674,000	95,000	379,000	284,000	2,916,000
Mineral Property acquisition & work commitments	4,231,000	1,031,000	3,200,000	-	-
Hydro	369,000	65,000	143,000	161,000	-
Government assistance	1,973,000	-	592,000	1,381,000	-
	83,347,000	5,591,000	50,314,000	24,526,000	2,916,000

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Aurizon Mines Ltd.  Financial Report 2006

Financial Instruments

The Company may, from time to time use forward sale contracts on a limited basis to protect the price level for its future gold sales, thereby mitigating commodity price risk.  The Company may also, from time to time, use foreign exchange contracts to protect rates for a portion of its future foreign exchange transactions.  Gold is quoted and sold in U.S. dollars on world markets.  The Company’s future revenue streams and its profitability are therefore subject to foreign exchange risk.  By protecting rates to convert U.S. dollars to Canadian dollars at fixed prices, the Company reduces its exposure to currency fluctuations.

In February 2006, as a condition of the $75 million debt facility, Aurizon entered into certain gold and currency price protection contracts that mitigate adverse price movements in the underlying security.  Accordingly, to provide the lender downside price protection, the Company purchased 287,431 ounces of gold put options that provide the Company the right but not the obligation to deliver gold at a price of US$500 per ounce over the period from January 2007 to September 2010.  The Company paid for these puts by selling an equal number of call options over the same period that are exercisable by the purchaser at average prices ranging from US$813 to US$908 per ounce.  The Company has also entered into currency forward contracts totaling $60 million that match the principal repayment dates of the debt facility and establish Canadian – U.S. exchange rates at an average rate of 1.12 over the period from September 2007 t o September 2010.  

As at December 31, 2006, the unrealized mark-to-market loss of the gold non-hedge derivative positions totaled $7.6 million and the currency positions had a loss of $1.1 million, for a total unrealized loss of $8.7 million. These losses have been charged to operations.  There are no margin requirements with respect to these positions.

Foreign exchange and commodity risk management described above provide more certainty as to the prices the Company will receive for its products in Canadian dollars.  Accordingly, to the extent outlined by the aforementioned contracts, the Company, may not participate fully in rising commodity prices and may not achieve average market prices.  The Company limits its counterparties in these transactions to major financial institutions, but cannot completely eliminate counterparty risk associated with these transactions.

Changes in Accounting Policies

New Pronouncements

In January 2005, the CICA issued three new standards relating to financial instruments.  These standards are applicable for fiscal years beginning on or after October 1, 2006. These standards are as follows:

Financial Instruments – Recognition and Measurement, Section 3855

This standard prescribes when a financial asset, financial liability, or non-financial derivative is to be recognized on the balance sheet and whether fair value or cost-based measures are used.  It also specifies how financial instrument gains and losses are to be presented.  The Company has assessed the impact of this standard on its financial position and future results and accordingly does not expect to be significantly impacted by this standard.

Hedges, Section 3865

This standard is applicable when a company chooses to designate a hedging relationship for accounting purposes.  It builds on the existing Accounting Guideline AcG-13 “Hedging Relationships”, and Section 1650 “Foreign Currency Translation”, by specifying how hedge accounting is applied and what disclosures are necessary when it is applied.  The Company does not apply hedge accounting and accordingly does not expect to be impacted by this standard.

Comprehensive Income, Section 1530

This standard introduces new rules for the reporting and display of comprehensive income.  Comprehensive income, which is currently reported under US GAAP, is the change in shareholders’ equity (net assets) of an enterprise during a reporting period from transactions and other events and circumstances from non-owner sources.  It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners.  These items include holding gains and losses on certain investments and gains and losses on certain derivative instruments.  The Company holds no marketable securities, does not have a defined benefit pension plan or post retirement plan and does not apply hedge accounting and accordingly does not expect to be significantly impacted by this standard.

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Aurizon Mines Ltd.  Financial Report 2006

Outlook

During the first quarter of 2007, the Casa Berardi mine will be in the commissioning and ramp-up phase of operations.  Gold sales prior to achieving commercial production will not be reflected in the statement of operations. These gold proceeds will instead be deferred together with operating costs.  Achievement of commercial production will be deemed established upon reaching certain operating levels of mining and milling for a sustained period of time, and is expected in the second quarter of 2007.  In accordance with the terms of the project debt facility, the Casa Berardi mine is also required to meet certain operating performance benchmarks, as stipulated by the lenders, in the second half of 2007.

On January 24, 2007, ore extraction was suspended as a result of higher than expected sloughing of ore material falling in the production stopes.  Mining operations resumed on February 8, 2007 following remedial steps to provide additional ground support.  Production is gradually increasing back to the initial planned rate of 1,600 tonnes per day and is then expected to ramp up to 2,200 tonnes per day over the next twelve months.  Based upon the current mine plan, it is estimated that Casa Berardi will produce approximately 165,000 – 175,000 ounces of gold in 2007 at an estimated total cash cost of US$265 - $285 per ounce, using a Cdn$/US$ exchange rate of 1.15.  

Containment of mine site operating costs will be a challenge in 2007 as a tight labour market, higher materials, hydro and fuel costs continue to add cost pressures.  The remedial steps implemented in the first quarter of 2007 involve additional ground support and may lower productivities, which could also impact operating costs.

Any strengthening of the Canadian dollar relative to the U.S. dollar will have a negative impact on earnings as the price of gold is denominated in U.S. dollars which are then converted into Canadian dollars to pay the Canadian operating costs.  Using a US$600 gold price, a one cent change in Cdn$/US$ exchange rate would have a $1.0 million impact on cash flow.  A US$10 per ounce change in the price of gold would have a $1.9 million impact on cash flow.  

A one gram change in the gold grade of the projected 2007 ore production  would have a $13.0 million impact on cash flow, using a US$600 gold price and a Cdn$/US$ exchange rate of 1.15..

Capital costs at Casa Berardi in 2007 are expected to total $21.9 million.  Underground development in 2007 will total 8,000 metres, including 2,700 metres of draw points; 1,200 metres of ramping; 3,400 metres of drifting; and 700 metres of raising.

More than 300 people are currently active on site.

Exploration drilling at Casa Berardi in 2007 will focus initially on testing the extension of the two high grade zones discovered in 2006 (Zones 122-Deep and 123-South) and testing targets east of the Principal Zones.  Exploration expenditures are budgeted initially at $2.2 million.

Joanna

Aurizon has an option to acquire a 100% interest, subject to a 2% net smelter royalty, in the Joanna Gold Property, which comprises 67 claims and is located along the Cadillac Break, 20 km east of Rouyn-Noranda, Quebec.  Gold mineralization is found in veins within a package of sedimentary units along a 5 kilometre distance.  Previous surface and underground exploration focused on stacked, high grade veins, which were included within a 15 to 60 metre wide lower grade corridor, with gold grades of 0.8 to 2.0 grams per tonne. Assaying and re-logging of former holes is in progress in order to determine the potential for a low grade, high tonnage deposit.

Aurizon has also commenced an 8,000 metre surface drill program to test the lateral extension of the gold corridor, close to surface, and investigate the dip potential of the property to a depth of at least 500 metres.  The costs of the initial exploration program are estimated at $1.0 million.

Kipawa

The Kipawa gold-uranium project is located approximately 100 kilometres south of Rouyn-Noranda, halfway between the Elliot Lake uranium camp and the Abitibi gold belt camp, and was initially acquired on the basis of a Government regional stream sediment survey.  As a result of the encouraging results obtained from the initial exploration program, Aurizon has now increased its land position to 1,277 mineral claims covering approximately 75,000 hectares.

During the summer of 2006, Aurizon flew 1,100 line kilometres of a combined magnetic, electromagnetic, and radiometric survey.  This was followed by till sampling on a 1,000 metre by 500 metre grid which outlined four continuous gold dispersion trains along a 30 kilometre trend all containing heavy minerals concentrate gold assays of between 1.1 to 7.2 grams per tonne, conducted on a portion of the area covered by the airborne survey.

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Aurizon Mines Ltd.  Financial Report 2006

A follow up till sampling program, on a 500 metre grid, confirmed the high gold assays and extended the gold trains.  Gold grains were identified in two till samples, which returned 100 grams of gold per tonne and 8.6 grams of gold per tonne, respectively.

A further airborne magnetic and electromagnetic survey, on a 100 metre spacing is underway to better define targets, to be followed by overburden drilling in the second quarter, and diamond drilling in the third quarter of 2007.  Aurizon’s initial exploration budget for Kipawa in 2007 is $1.0 million.

This report contains “forward-looking statements”, including, but not limited to, statements regarding the Company’s expectations as to the market price of gold, strategic plans, future commercial production, production targets and timetables, mine operating costs, capital expenditures, work programs, exploration budgets and mineral reserve and resource estimates.  Forward-looking statements express, as at the date of this report, the Company’s plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results.  Forward-looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate.  Therefore, actual results and future events could differ materially from those anticipated in such statements.  Factors that could cause results or events to differ materially from curre nt expectations expressed or implied by the forward-looking statements, include, but are not limited to, factors associated with fluctuations in the market price of precious metals, mining industry risks and hazards, environmental risks and hazards, uncertainty as to calculation of mineral reserves and resources, requirement of additional financing, risks of delays in construction and other risks more fully described in Aurizon’s Annual Information Form filed with the  Securities Commission of the Provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec, and in Aurizon’s Annual Report on Form 40-F filed with the United States Securities and Exchange Commission.  These documents are available on Sedar at www.sedar.com and on Edgar at www.sec.gov/.

Critical Accounting Estimates

The preparation of the Company’s consolidated financial statements requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as revenues and expenses.  

The most critical accounting estimates, upon which the Company’s financial statements depend, are those requiring estimates of proven and probable reserves and resources, recoverable ounces therefrom, and assumptions of operating costs and future gold prices.  Such estimates and assumptions affect the potential impairment of long-lived assets and the rate at which depreciation, depletion and amortization are charged to earnings.  In addition, management must estimate costs associated with mine reclamation and closure costs.

The Company records mineral property acquisition costs and mine development costs at cost.  In accordance with Canadian generally accepted accounting principles, the Company capitalizes pre-production expenditures net of revenues received, until the commencement of commercial production.  A significant portion of the Company’s property, plant and equipment and mine development costs will be depreciated and amortized on a unit-of-production basis.  Under the unit-of-production method, the calculation of depreciation, depletion and amortization of property, plant and equipment and mine development costs is based on the amount of reserves expected to be recovered from each location.

The process of estimating quantities of gold reserves is complex, requiring significant decisions in the evaluation of all available geological, geophysical, engineering and economic data.  The data for a given orebody may also change substantially over time as a result of numerous factors, including, but not limited to, additional development activity, production history and the continual reassessment of the viability of orebodies under various economic conditions.  A material revision to existing reserve estimates could occur because of, among other things: revisions to geological data or assumptions; a change in the assumed gold prices; and the results of drilling and exploration activities.  

If estimates of reserves prove to be inaccurate, or a mining plan changes due to reductions in the price of gold or otherwise, resulting in a reduction in the reserves expected to be recovered, the Company could be required to write-down the recorded value of its plant and equipment and mine development costs, or to increase the amount of future depreciation, depletion and amortization expense, both of which would adversely affect the Company’s earnings and net assets.

The Company has an obligation to reclaim its properties after the minerals have been mined from the site, and has estimated the costs necessary to comply with existing reclamation standards.  These estimated costs are recorded as a liability at their fair values in the periods in which they occur, and at each reporting period, are increased to reflect the interest element (accretion expense) considered in the initial fair value measurement of the liabilities.  If

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Aurizon Mines Ltd.  Financial Report 2006

the estimate of reclamation costs proves to be inaccurate, the Company could be required to increase the provision for site closure and reclamation costs, which would increase the amount of future reclamation expense per ounce, resulting in a reduction in the Company’s earnings and net assets.

Risks and Uncertainties

The following is a brief discussion of those distinctive or special characteristics of Aurizon’s operations and industry, which may have a material impact on, or constitute risk factors in respect of Aurizon’s financial performance.

Mining Risks and Insurance

A risk analysis conducted by Roscoe Postle Associates Inc. as part of the Updated Feasibility Study indicated that the non-economic risks associated with the Casa Berardi Project are generally low.  The following specific factors were ascribed a 'medium' risk level in the assessment:  

Geotechnical – the ground control issues experienced by the Company in January 2007 resulting in the temporary suspension of mining, and the experience of the previous operators;  

Dilution - low cohesion in hanging wall faults could potentially cause dilution;  

Mineral Reserve Extraction – Mineral reserves include no allowance for pillars, and extraction rates are in the high end of the range for the selected mining methods; and  

Mill Throughput - increases from past rates of mill throughput are limited by the grinding circuit.  

While the Company believes that the current mining plan addresses the foregoing, these risks have not been completely eliminated and it is possible that the occurrence of one or more of such factors could have a material adverse effect on the Company's financial condition and results of operations.  With regard to ground control, the Company has implemented the following since January 2007:

§

Additional ground support including rock bolting, screening, and shotcreting.

§

Backfilling of empty stopes immediately after ore removal.

§

Reduction of the drill density and fewer explosives.

§

Change in mining sequence to mine stopes from the outside and upper parts of the orebody, instead of from the inner and lower parts of the orebody.

§

Reduction in the number of stope access draw points developed ahead of production.

The business of gold mining is subject to certain types of risks and hazards, including environmental hazards, industrial accidents, unusual or unexpected changes to rock formations, changes in the regulatory environment, cave-ins and flooding and gold bullion losses.  Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability.  Any payments made with regards to such liabilities may have a material adverse effect on Aurizon’s financial performance and results of operations.  The Company carries insurance to protect itself against certain risks of mining and processing to the extent that is economically feasible but which may not provide adequate coverage in all circumstances.

Gold Price Volatility

The Company's results are highly sensitive to changes in the price of gold.  Gold prices fluctuate and are affected by numerous factors, including expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic crises and governmental policies with respect to gold holdings by central banks.  The demand for and supply of gold affects gold prices but not necessarily in the same manner as demand and supply affect the prices of other commodities.  The supply of gold consists of a combination of mine production and existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals.  The demand for gold consists of jewelry and investment demand.

Uncertainty of Mineral Reserves

Mineral reserves and mineral resources are estimates of the size and grade of deposits based on limited sampling and on certain assumptions and parameters.  No assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery of gold will be realized.  The ore grade actually recovered by

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Aurizon Mines Ltd.  Financial Report 2006

the Company may differ from the estimated grades of the mineral reserves and mineral resources.  Prolonged declines in the market price of gold may render mineral reserves containing relatively lower grades of gold mineralization uneconomic to exploit and could materially reduce the Company’s reserves. Should such reductions occur, the Company could be required to take a material write-down of its investment in mining properties or delay or discontinue production or the development of new projects, resulting in increased net losses and reduced cash flow. Market price fluctuations of gold, as well as increased production costs or reduced recovery rates, may render mineral reserves containing relatively lower grades of mineralization uneconomical to recover and may ultimately result in a restatement of mineral resources.  Short-term factors relating to mineral reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may impair the profitability of a mine in any particular accounting period.

The Company adjusts its mineral reserves annually by the amount extracted in the previous year, by the additions and reductions resulting from new geological information and interpretation, and from changes in operating costs and metal prices.  Mineral reserves are not revised in response to short-term cyclical price variations in metal markets.  

Replacement of Mineral Reserves

There are a number of uncertainties inherent in any program relating to the location of economic mineral reserves, the development of appropriate metallurgical processes, the receipt of necessary governmental permits and the construction of mining and processing facilities and the appropriate financing thereof.  Accordingly, there can be no assurance that the Company’s programs will yield new mineral reserves to replace mined reserves and to expand current mineral reserves.  

Financing of Exploration Programs

There are mineral reserves on Aurizon's Casa Berardi property, but Aurizon may carry out further exploration on this property with the objective of establishing additional economic mineral reserves. Exploration for minerals is a speculative business necessarily involving a high degree of risk.  It is not known if the expenditures to be made by Aurizon on its mineral properties will result in discoveries of commercial mineral reserves.  If Aurizon's efforts are not successful at individual properties, the expenditures at those properties will be written off.  If Aurizon's exploration programs are successful, additional funds may be required for the development of economic mineral reserves in order to achieve commercial production.  In addition, the exploration and development of Aurizon's properties may depend upon Aurizon's ability to obtain financing through the joint venturing of projec ts, sale of property interests, debt financing, equity financing or other means.  There is no assurance that Aurizon will be successful in obtaining the required financing on commercially reasonable terms, or at all.  The inability of the Company to obtain necessary financing could have a material adverse effect on the Company’s ability to explore and develop its properties.

Government Permits

Continuation of production at Casa Berardi Project will require additional approvals, permits and certificates of authorization from different government agencies on an on-going basis.  Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and may involve public hearings and costly undertakings on the part of the Company.  The duration and success of permitting efforts are contingent upon many variables not within the Company’s control.  Environmental protection permitting, including the approval of reclamation plans, could increase costs and cause delays in the development of the Casa Berardi Project, depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority.  There can be no assurance that all necessary permits will be obtained and, if obtained, that the costs inv olved will not exceed those previously estimated by the Company.  It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that the Company would not proceed with the development or operation of a mine or mines.

Reclamation Obligations

Reclamation requirements may change and do vary depending on the location and the government regulatory body, but they are similar in that they aim to minimize long term effects of exploration and mining disturbance by requiring the operating company to control possible deleterious effluents and to re-establish to some degree pre-disturbance land forms and vegetation.  All of the Company’s operations are subject to reclamation, site restoration

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Aurizon Mines Ltd.  Financial Report 2006

and closure requirements.  The Company calculates its estimates of the ultimate reclamation liability based on current laws and regulations and the expected future costs to be incurred in reclaiming, restoring and closing its operating mine sites.  It is possible that the Company’s estimate of its ultimate reclamation liability could change in the near term due to possible changes in laws and regulations and changes in cost estimates.

Labour Markets

Aurizon employs a number of technical personnel with a variety of relevant experience, education and professional designations and acquires other specialized skills and knowledge by engaging, on a contract basis, professionals in the geological, metallurgical, engineering, environmental and other relevant disciplines.  The Company endeavours to maintain attractive remuneration and compensation packages in order to attract and retain the required skilled, experienced personnel.

Contractors, under the supervision of Aurizon’s staff, are engaged to carry out the construction, underground mine development and diamond drill activities.  Significant and increasing competition for skilled miners exists and the loss of a mining contractor would be challenging for the Company.  However, as the Company engages several contractors for different mining disciplines, the Company believes that it is not dependent upon any one mining contractor, the loss of which would have a material adverse effect on the business of the Company.

Disclosure Controls and Internal control over Financial Reporting

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to permit timely decisions regarding public disclosure.

Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2006.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures, as defined in Multilateral Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, are effective to ensure that information required to be disclosed in reports that are filed or submitted under Canadian securities legislation are recorded, processed, summarized and reported within the time period specified in those rules.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.  Any system of internal control over financial reporting, no matter how well designed, has inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework to evaluate the effectiveness of the Company’s internal control over financial reporting.  Based on this assessment, management has concluded that as at December 31, 2006, the Company’s internal control over reporting was effective.

- 21 -

EX-99.4

Notice of Annual and Special General
Meeting of Members

May 11, 2007

and

Management Information Proxy Circular

Aurizon Mines Ltd.
www.aurizon.com

AURIZON MINES LTD.

Suite 900, 510 Burrard Street
Vancouver, British Columbia V6C 3A8

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual and Special General Meeting of the members of AURIZON MINES LTD. (the “Company”) will be held in the Boardroom of Computershare Investor Services Inc., 3^rd Floor, 510 Burrard Street, Vancouver, British Columbia, on Friday, May 11, 2007, at the hour of 10:00 a.m., Vancouver time, for the following purposes:

1.

To receive and consider the report of the directors to the members and the consolidated financial statements of the Company together with the auditors’ report thereon for the financial year ended December 31, 2006;

2.

to fix the number of directors at eight (8);

3.

to elect directors for varying terms;

4.

to appoint the auditors for the ensuing year;

5.

to authorize the directors to fix the remuneration to be paid to the auditors;

6.

to consider and, if thought fit, to pass an Ordinary Resolution to authorize the Company to adopt a 7% rolling stock option plan, as described in the Information Circular accompanying this notice;

7.

to consider and, if thought fit, to pass, with or without amendment, a special resolution to alter the Notice of Articles of the Company to remove the application of the Pre-Existing Company Provisions (as defined in the Business Corporations Act (British Columbia)), as described in the Information Circular accompanying this notice;

8.

to consider and, if thought fit, to pass a special resolution to alter the Notice of Articles of the Company to increase the authorized share capital to an unlimited number of shares, as described in the Information Circular accompanying this notice;

9.

to consider and, if thought fit, to pass a special resolution adopting new Articles, as described in the Information Circular accompanying this notice; and

10.

to transact such further or other business as may properly come before the meeting and any adjournments thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this notice.

If you are unable to attend the meeting in person, please complete, sign and date the enclosed form of proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location set out in the form of proxy accompanying this notice.

DATED this 19^th day of March, 2007.
BY ORDER OF THE BOARD

David P. Hall, Chairman,
President & Chief Executive Officer

AURIZON MINES LTD.

Suite 900,
510 Burrard Street
Vancouver, British Columbia V6C 3A8
Telephone:  (604) 687-6600
Fax:  (604) 687-3932

INFORMATION CIRCULAR
(Information as at March 19, 2007, except as indicated)

Aurizon Mines Ltd. (the “Company”) is providing this Information Circular and a form of proxy in connection with management’s solicitation of proxies for use at the annual and special general meeting (the “Meeting”) of the Company to be held on May 11, 2007 and at any adjournments.  The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact.  The Company will pay the cost of solicitation.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy.  The persons whose names are printed in the enclosed form of proxy are officers or Directors of the Company (the "Management Proxyholders").

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form.  A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting.  Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.  

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting.  At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9^th Floor, Toronto, Ontario M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting.  Most shareholders of the Company are "non-registered" shareholders because the Shares they own are not registered in their name but instead registered in the name of a nominee such as a brokerage firm through which they purchased the Shares; bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a "Nominee").  If you purchased your shares through a broker, you are likely an unregistered holder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders.  

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting.  Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder.  The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.  

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided.  Do not complete the voting section of the form as your vote will be taken at the Meeting.

In addition, Canadian securities legislation now permits the Company to forward meeting materials directly to "non objecting beneficial owners".  If the Company or its agent has sent these materials directly to you (instead of through a Nominee), your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding on your behalf.  By choosing to send these materials to you directly, the Company (and not the Nominee holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions.

REVOCABILITY OF PROXY

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised.  In addition to revocation in any other manner permitted by law, a registered shareholder, his attorney authorized in writing or, if the registered shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date.  The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.  Only registered shareholders have the right to revoke a proxy.  Non-Registered Holders who wish to change their vote must, at least 7 days before the Meeting, arrange for their respective Nominees t o revoke the proxy on their behalf.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

(A)

AUTHORIZED SHARES

The Company is authorized to issue 600,000,000 shares without par value divided into 500,000,000 Common Shares and 100,000,000 Preferred Shares issuable in series.  

(B)

ISSUED AND OUTSTANDING SHARES

146,343,048 Common Shares and no Preferred Shares were issued and outstanding, as at March 19, 2007.  

(C)

VOTING SHARES

Persons who are registered shareholders of Common Shares at the close of business on March 22, 2007, will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Common Share held.  

(D)

PRINCIPAL HOLDERS OF VOTING SHARES

To the knowledge of the directors and executive officers of the Company, no person beneficially owns, directly or indirectly, or controls or directs shares carrying 10% or more of the voting rights attached to all Common Shares of the Company.

ELECTION OF DIRECTORS

At each annual general meeting, directors shall be elected to fill the places of the directors whose terms of office expire at the meeting, but if the number of directors is changed pursuant to the Company’s Articles at or prior to the meeting, a greater or lesser number of directors shall be elected accordingly.  A director whose term of office expires shall be eligible for re-election.  In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

2

Shareholder approval will be sought to fix the number of directors of the Company at eight (8).

With respect to the election of directors:

i.

the terms of office of Messrs. Richard Faucher, Frank A. Lang and Brian S. Moorhouse expire at the annual meeting of shareholders to be held on May 11, 2007.

ii.

the terms of office of Messrs. Ian S. Walton and Robert Normand, will expire at the third next succeeding annual meeting of the shareholders subsequent to May 17, 2005.

iii.

the terms of office of Messrs. Sargent H. Berner, Louis Dionne and David P. Hall will expire at the third next succeeding annual meeting of the shareholders subsequent to May 16, 2006.

The Company has an audit committee, members of which are set out below.  The Company also has an executive compensation and corporate governance committee, members of which are set out below.

DIRECTORS
Management of the Company proposes to nominate the following persons, whose terms as directors will expire at the Meeting to be held on May 11, 2007 for election as directors for a term expiring at the third next following annual general meeting.
Name, Jurisdiction of Residence and Position; Principal Occupation or employment; and Previous Service as a Directorj	Number of Common Shares and Options  beneficially owned, directly or indirectly, or Controlled or directed ‚
RICHARD FAUCHER, Quebec, Canada Director since June 17, 1999 Member, Audit Committee; and Member, Executive Compensation and Corporate Governance Committee	Holdings	2006		2005
	Common Shares	20,000		10,000
	Stock Options	100,000		160,000
Mr. Faucher is a Professional Engineer trained in metallurgical engineering and is the President and Chief Executive Officer of Canadian Royalties Inc.  Mr. Faucher completed the Directors Education Program at McGill University in 2006.  Mr. Faucher has held senior management positions in several large mining companies and metallurgical projects, including the position of President of Niocan Inc., Vice-President, Brunswick Mining & Smelting, for Noranda Inc.; President and General Manager for Falconbridge Dominicana; and President and COO of Princeton Mining Corp.  Mr. Faucher holds directorships in other reporting issuers as follows:  Canadian Royalties, Globestar Mining Inc., and Plexmar Resources Inc.
BRIAN S. MOORHOUSE British Columbia, Canada Director since June 28. 1988 Lead Director; Chairman, Executive Compensation and Corporate Governance Committee; Member, Audit Committee	Holdings		2006	2005
	Common Shares		325,200	295,200
	Stock Options		200,000	160,000
Mr. Moorhouse is President of Vega Management Corporation, a private investment management company of which he is also the principal shareholder. Mr. Moorhouse has a commerce degree with a major in economics and he formerly worked in the investment industry as an advisor with Nesbitt Thompson, Richardson Securities and Brink, Hudson & Lefever Ltd.

3

DIRECTORS
Management of the Company proposes to nominate the following person, whose term as a director will expire at the Meeting to be held on May 11, 2007, for election as a director for a term expiring at the next following annual general meeting.  Information concerning such person, as furnished by the individual nominee, is as follows:
Name, Jurisdiction of Residence and Position; Principal Occupation or employment; and Previous Service as a Directorj	Number of Common Shares and Options  beneficially owned, directly or indirectly, or Controlled or directed ‚
FRANK A. LANG British Columbia, Canada Director since June 28, 1988	Holdings		2006	2005
	Common Shares		1,516,895	1,679,345
	Stock Options		200,000	160,000
Mr. Lang, a Professional Engineer, is the Chairman and President of Cream Minerals Ltd.  Mr. Lang was named Co-Developer of the Year by the Prospectors and Developers Association of Canada in 1986 for his role in the discovery of the Golden Giant Mine, Hemlo, Ontario.  Mr. Lang graduated from the University of British Columbia with a B.A. degree in combined honors Mathematics and Physics and an M.A. in Physics and Mechanical Engineering.  Mr. Lang is also a director of Cream Minerals Ltd., Acrex Ventures Ltd., and Sultan Minerals Inc.
The Company’s directors whose term of office do not expire at the Meeting of shareholders to be held on May 11, 2007, are set out below.  Information concerning such persons, as furnished by the individual directors, is as follows:
Name, Jurisdiction of Residence and Position; Principal Occupation or employment; and Previous Service as a Directorj	Number of Common Shares and Options  beneficially owned, directly or indirectly, or Controlled or directed ‚
SARGENT H. BERNER British Columbia, Canada Director since June 28, 1988 Member, Executive Compensation and Corporate Governance Committee	Holdings	2006		2005
	Common Shares	270,700		210,700
	Stock Options	200,000		160,000
Mr. Berner, LLP, is the President of Kent Avenue Consulting Ltd. and, from 1976 to 2004, was a partner of the Vancouver law firm of DuMoulin Black LLP, specializing in corporate, mining, mergers, acquisitions, reorganizations and securities law.  Mr. Berner also served as Managing Partner of that firm from 1994 to 1996.  Mr. Berner graduated from University of British Columbia with a B.A. in 1963; and a LL.B. in 1966; and from the London School of Economics, London, England with a LL.M. in 1967. Mr. Berner was formerly an Assistant Professor, Faculty of Law, University of British Columbia, from 1968-1971; and an Associate Professor, Faculty of Law, University of British Columbia, from 1971-1976. He was a member of the Corporate and Financial Services Commission, British Columbia, from 197 5-1977; and the Vancouver Stock Exchange Advisory Committee, from 1993-1994. Mr. Berner is currently a Member of the Canadian Bar Association and is also a director of several junior resource companies.  Mr. Berner holds directorships in other reporting issuers as follows: Bordeaux Energy Inc., Centillion Industries Inc., Cream Minerals Ltd.,, Olivut Resources Ltd., Emgold Mining Corporation, Titan Logix Corp., Sultan Minerals Inc., Pacific Ridge Exploration Ltd., ValGold Resources Ltd., NovaDX Ventures Corp., and Canadian Small Cap Resource Fund Limited Partnerships 2005 No. 1, 2006 No. 1 and 2.

4

DIRECTORS
Name, Jurisdiction of Residence and Position; Principal Occupation or employment; and Previous Service as a Directorj	Number of Common Shares and Options  beneficially owned, directly or indirectly, or Controlled or directed ‚
LOUIS DIONNE Ontario, Canada Director since May 16, 2006	Holdings	2006	2005
	Common Shares	0	N/A
	Stock Options	150,000	N/A
Mr. Dionne, P. Eng., is a mining engineer consultant and has spent over 20 years in the operation and development of gold properties, most recently as President and CEO of Richmont Mines Inc, a Canadian gold producer. Prior to his service with Richmont, Mr. Dionne was Senior Vice President, Underground Operations for Barrick Gold Corporation, where he also provided technical input and leadership in the area of corporate mergers and acquisitions.  Mr. Dionne holds directorships in other reporting issuers as follows:  Beaufield Resources Inc. and Detour Gold Corporation
DAVID P. HALL British Columbia, Canada Director since June 28, 1988 Chairman, President and Chief Executive Officer	Holdings	2006	2005
	Common Shares	762,642	662,642
	Stock Options	480,000	340,000
Mr. Hall is the Chairman, President and Chief Executive Officer of Aurizon Mines Ltd.  and has been involved in the management of mineral exploration, development and operating companies, including Aurizon's predecessor companies, since 1981.  Mr. Hall has been instrumental in securing significant project debt and equity financings for a number of mining projects, including the Golden Giant Mine, in Hemlo, Ontario; and the Sleeping Giant, Beaufor and Casa Berardi mines in Quebec.  Mr. Hall is a Chartered Accountant and from 1970 to 1981, worked for PricewaterhouseCoopers in Scotland, Bermuda and Vancouver, B.C.  Mr. Hall is a member of the Institutes of Chartered Accountants of British Columbia and Scotland.  Mr. Hall holds directorships in other reporting issuers as follows:  Yale Resources Ltd.
ROBERT NORMAND Quebec, Canada Director since June 17, 1999 Chairman, Audit Committee	Holdings	2006	2005
	Common Shares	75,000	75,000
	Stock Options	200,000	160,000
Mr. Normand is a professional director for a number of publicly traded and private companies.  In performing his Directors’ duties, he has served on various audit, investment, pension fund, corporate governance, human resources and environmental committees and has also served as chairman.  For 25 years, Mr. Normand held various management positions with Gaz Métropolitain Inc., including 17 years as Chief Financial Officer from which he retired in 1997.  Previously, Mr. Normand was an auditor with a number of large audit firms.  Mr. Normand holds a commercial science degree from the École des Hautes Études Commerciales and he is an executive member of the Montreal Chapter of the Institute of Corporate Directors and a member of the Financial Executives I nternational Canada.  Mr. Normand has been a member of the Canadian Institute of Chartered Accountants since 1966.  Mr. Normand holds directorships in other reporting issuers as follows:  Enerplus Resources Fund; ING Canada Inc.; ING Insurance Company of Canada; Quebecor World Inc.; Sportscene Restaurants Inc.; Fonds Investissements Rea; Commercial Alcohols Ltd.; and Alter Moneta Inc.

5

DIRECTORS
Name, Jurisdiction of Residence and Position; Principal Occupation or employment; and Previous Service as a Directorj	Number of Common Shares and Options  beneficially owned, directly or indirectly, or Controlled or directed ‚
IAN S. WALTON British Columbia, Canada Director since June 30, 1993 Executive Vice-President and Chief Financial Officer	Holdings	2006	2005
	Common Shares	618,350	679,400
	Stock Options	480,000	340,000
Mr. Walton is the Executive Vice-President and Chief Financial Officer of Aurizon Mines Ltd.  Mr. Walton is a Chartered Accountant and has been involved with public companies in the mining industry for more than 25 years. Mr. Walton is responsible for all of the Company’s financial activities and treasury functions, including gold sales and gold and f/x hedging.  Mr. Walton is experienced with all aspects of mining finance, included project debt and equity financings.  Mr. Walton has been involved with Aurizon since its inception in 1988.



The information as to country and province or state of residence, and principal occupation, not being within the knowledge of the Company, has been furnished by the respective nominees.

‚

Common Shares and Options beneficially owned, directly or indirectly, or over which control or direction is exercised, is based upon information furnished to the Company by individual Directors.

Except as set out below, no proposed director:

(a)

is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity,

(i)

was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

(ii)

was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(iii)

or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(b)

has, within the 10 years before the date of the Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Mr. Normand, a director of the Company, served as director of Concert Industries Ltd. when it and its Canadian operating subsidiaries announced on August 5, 2003 that they had filed for protection under the Companies’ Creditors Arrangement Act (the “CCAA”). Concert Industries Ltd. was restructured and a plan of compromise and arrangement for its operating subsidiaries was approved in December 2004, allowing them to emerge from the CCAA proceedings. Mr. Normand no longer serves as director of Concert Industries Ltd.

6

EXECUTIVE COMPENSATION

(A)

COMPENSATION OF NAMED EXECUTIVE OFFICERS (NEOS)

The following table (presented in accordance with National Instrument Form 51-102F6 - "Form 51-102F6") sets forth all annual and long term compensation for services in all capacities to the Company for the three most recently completed financial years (to the extent required by Form 51-102F6) in respect of each of the individuals comprised of the Chief Executive Officer and the Chief Financial Officer as at December 31, 2006 and the other three most highly compensated executive officers of the Company as at December 31, 2006 whose individual total salary and bonus for the most recently completed financial year exceeded $150,000 and any individual who would have satisfied these criteria but for the fact that individual was not serving as such an officer at the end of the most recently completed financial year (collectively the "Named Executive Officers" or "NEOs").

SUMMARY COMPENSATION TABLE

	Annual Compensation				Long Term Compensation
					Awards		Payouts
NEO Name and Principal Position as at 12/31/06 (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Other Annual Compen- sation ($) (e) (1))	Securities Granted Under Options (#) (f)	Shares/Units Subject to Resale Restrictions ($) (g)	LTIP Payouts ($) (h)	All Other Compen- sation ($) (i) (2)
David P. Hall Chairman, Chief Executive Officer & President	2006 2005 2004	219,000 209,000 201,000	88,000 84,000 60,000	185,000  32,800  88,000	240,000 240,000 NIL	NIL NIL NIL	N/A N/A N/A	N/A N/A N/A
Ian S. Walton, Executive Vice-President & Chief Financial Officer	2006 2005 2004	173,000 166,000 160,000	52,000 50,000 36,000	182,000  51,250  49,700	240,000 240,000 NIL	NIL NIL NIL	N/A N/A N/A	N/A N/A N/A
Michel Gilbert, Vice-President	2006 2005 2004	151,000 130,000 118,000	156,000 18,000 12,000	$103,071 N/A $10,770	210,000 120,000 NIL	NIL NIL NIL	N/A N/A N/A	N/A N/A N/A

Notes:

(1)

Nominal value.  Please see OPTION EXERCISES set out in item (D) below.

(B)

LONG-TERM INCENTIVE PLAN (LTIP) AWARDS

The Company does not have a LTIP.

(C)

OPTION GRANTS/STOCK APPRECIATION RIGHTS (SARS)

The Company does not grant stock appreciation rights or SARS.  The Company has formalized stock option plans for the granting of incentive stock options to the executive officers, employees, directors and service providers to the Company (the “Plans”).

7

The following options were granted to the Named Executive Officers during the most recently completed financial year.

OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR ENDED DECEMBER 31, 2006
NEO Name (a)	Securities Under Options Granted  (#) (b)	% of Total Options Granted to Employees ‚ in Financial Year (c)	Exercise or Base Price ƒ ($/Security) (d)	Market Value of Securities Underlying Options on the Date of Grant ($/Security) (e)	Expiration Date (f)
David P. Hall , Chairman, Chief Executive Officer & President	240,000	16.55%	2.38	2.38	May 16, 2011
Ian S. Walton, Executive Vice-President & Chief Financial Officer	240,000	16.55%	2.38	2.38	May 16, 2011
Michel Gilbert, Vice-President	210,000	14.5%	2.38	2.38	May 16, 2011

^

When granted, the Options were subject to a vesting schedule whereby 25% vested immediately; 25% vested one year from the date of granting; 25% vested two years from the date of granting and 25% vested three years from the date of granting.  By their terms, vesting of the Options was accelerated as a result of the unsolicited bid by Northgate Minerals Corporation.  As a result, the Options are now 100% vested.

‚

A total of 2,120,000 options were granted during the year ended December 31, 2006, of which 1,450,000 options were granted to Employees, including the NEOs, and 650,000 options were granted to directors, excluding the NEOs.

ƒ

The exercise price of stock options is determined by the Board of Directors, but shall in no event be less than the market price of the common shares of the Company on the Toronto Stock Exchange at the time of the grant of the option.  Market Price is the closing price of the Company's common shares on the Toronto Stock Exchange on the trading day immediately preceding the day on which the option is granted, or if no sale is reported on such day, the closing sale price on the last previous business day on which such shares were traded.

(D)

OPTION EXERCISES AND YEAR END OPTION VALUES

The following table sets forth details of all exercises of stock options during the most recently completed financial year by each of the Named Executive Officers, the number of unexercised options held by the Named Executive Officers and the financial year-end value of unexercised options on an aggregated basis.

AGGREGATE OPTION EXERCISES DURING THE FINANCIAL YEAR ENDED
DECEMBER 31, 2006 AND FINANCIAL YEAR-END OPTION VALUES

Name (a)	Securities Acquired on Exercise (#) (b)	Aggregate Value Realizedj ($) (c)	Unexercised but exercisable Options at Financial Year End (#) (d)	Value of Unexercised but exercisable in-the-Money Options at  Financial Year Endj k ($) (e)
David P. Hall , Chairman, Chief Executive Officer & President	100,000	$185,000	480,000	$841,200
Ian S. Walton, Executive Vice-President & Chief Financial Officer	100,000	$182,000	480,000	$841,200
Michel Gilbert, Vice-President	60,000	$103,071	330,000	$535,800

Notes:

j

Dollar value is equal to column (b) times the difference between the market value of the securities underlying the options at exercise or financial year-end, respectively, and the exercise base price of the options.

k

Maximum notional value at December 31, 2006.  The closing price of the Company’s shares on the last trading day of 2006, December 29, 2006, was $3.66 per share.

(E)

OPTION RE-PRICING

During the past ten years, the Company has not re-priced downward any options held by the Named Executive Officers.  

(F)

DEFINED BENEFIT OR ACTUARIAL PLAN

The Company does not have a defined benefit or actuarial plan.

(G)

TERMINATION OF EMPLOYMENT, CHANGES IN RESPONSIBILITY AND EMPLOYMENT CONTRACTS

The Company has employment agreements with each of the Named Executive Officers, which provide for payment of severance in the event of termination by the Company without cause, or termination for good cause by the employee

8

(including as a result of a material reduction in the Employee’s responsibilities, title or reporting duties), provide for the acceleration of the vesting period for unvested options and permit exercise of options until the earlier of their original expiry date and one year after termination.  In addition, in the event of a 'change of control' (as defined in the agreements), each Named Executive Officer has the right to elect within six (6) months thereafter to resign and receive severance in lieu of further salary.  

The agreements of each of David P. Hall and Ian S. Walton provide for severance equal to three (3) times annual salary as at the date of termination plus (3) times average annual bonus, calculated as the average of the annual bonus paid in the three (3) fiscal years prior to date of termination.

The agreement for Michel Gilbert provides for severance equal to the sum of one year annual salary as at the date of termination, one additional month salary for each year of service or part thereof commencing August 19, 1996, and Mr. Gilbert’s average annual bonus, subject to a maximum severance amount equal to three (3) times Mr. Gilbert’s then current annual salary or such greater amount as may be determined by the Company’s Executive Compensation Committee.

See Summary Compensation Table as set out in item (A) above for information concerning the Annual Salary and Bonus paid to the Named Executive Officers.  Effective January 1, 2007, the Board approved an increase in Annual Salaries.  The Annual Salaries of the Named Executive Officers effective as of January 1, 2007, are as follows:  David P. Hall, President & CEO:  $228,000; Ian S. Walton, Executive Vice-President and Chief Financial Officer:  $180,000; and Michel Gilbert, Vice-President:  $172,500.

(H)

COMPOSITION OF THE EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE

The Company’s Executive Compensation and Corporate Governance Committee reviews and makes recommendations regarding the compensation of executive officers of the Company.  Messrs. Berner, Faucher and Moorhouse were members of the Executive Compensation and Corporate Governance Committee (the “ECCG Committee”) during the year ended December 31, 2006.  All members of the ECCG Committee are independent directors.  The ECCG Committee periodically reviews the compensation paid to directors and management based on factors including time commitment, comparative fees paid by similar companies in the industry and level of responsibility.

(I)

REPORT ON EXECUTIVE COMPENSATION

The compensation of the Company’s CEO and CFO is reviewed annually by the ECCG Committee.  The ECCG Committee also evaluates the performance of the Company’s CEO and reviews the design and competitiveness of the Company’s compensation plans.  The Company’s executive compensation program consists of an annual base salary, performance bonus and a longer term component, consisting of stock options.

(a)

Executive Compensation Program

The Company’s executive compensation program is based on a 'pay for performance' philosophy.  The program is designed to encourage, compensate and reward executives on the basis of individual and corporate performance, both in the short and the long term.  Base salaries are set at levels which are intended to be competitive with the base salaries paid by corporations of a comparable size within the mining industry, thereby enabling the Company to compete for and retain executives critical to the Company’s long term success.  Incentive compensation is directly tied to corporate and individual performance.  Share ownership opportunities are provided to align the interests of the executives and senior managers with the longer term interests of shareholders.  The Company may retain independent compensation consultants to assess its executive compensation relative to the marketplace.  In addition, the Company pa rticipates and subscribes to various surveys on executive compensation, which provide competitive data reflecting comparable knowledge, skills and talents and related compensation levels.  The Company also collects executive compensation data from public filings of other corporations of similar size within the mining industry.  Variables such as asset size, production levels, financial performance and rates of growth influence compensation levels and are analyzed and considered in fixing compensation levels.

One and three year corporate objectives are reviewed annually by the ECCG Committee and recommendations in relation thereto are made to the full Board.  The Board of Directors annually reviews the recommendations and establishes the Company’s corporate objectives for the following year (the “Annual Objectives”).  In the fourth quarter, management’s level of achievement of the Annual Objectives is reviewed and evaluated by the ECCG Committee.  The level of achievement of the Annual Objectives has a direct impact on the ECCG Committee’s recommendations with respect to the cash-based annual incentives and may be considered for the long-term incentive of the senior executives, thereby establishing a direct link between senior executive compensation and the Company’s financial and non-financial performance.

Compensation for the Named Executive Officers, as well as for other senior managers, consists of a base salary, along with annual incentive compensation in the form of an annual bonus, special bonuses, and a longer term incentive in the form of

9

stock options granted.  As a senior manager’s level of responsibility increases, a greater percentage of total compensation is based on performance (as opposed to base salary and standard employee benefits) and the mix of total compensation shifts towards bonuses and stock options, thereby increasing the mutuality of interest between senior managers and shareholders.  The shareholders have approved a number of stock option plans pursuant to which the Board has granted stock options to the Named Executive Officers.  The stock option plans allow compensation of participants while providing additional incentive to work toward long term Company performance.  The stock option plans have been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as their impact and/or contribution to the longer-term operating performance of the Company. &nbs p;In determining the number of options to be granted to the Named Executive Officers, the Board takes into account the number of options, if any, previously granted to each Named Executive Officer and the exercise price of any outstanding options.

(b)

Base Salary

The ECCG Committee recommends the base salary for the Chief Executive Officer of the Company (the “CEO”) and the Executive Vice-President and Chief Financial Officer of the Company (the “CFO”) based on reviews of market data from peer group companies, industry and national surveys provided by independent consultants, and public information available on compensation for other corporations of a similar size within the mining industry.  The level of base salary for the CEO and CFO is determined by the level of achievement of the Annual Objectives set for the year, past performance, as well as the level of responsibility and the importance of their relative positions to the Company.   The CEO’s and CFO’s base salaries are set at levels which are intended to be competitive with the base salaries paid by corporations of a comparable size within the mining industry, thereby enabling the Company to compete for and retain executives critical to the Company’s long term success.  Variables such as asset size, production levels, financial performance and rates of growth influence compensation levels and are analyzed and considered in fixing compensation levels.  Base salaries are generally significantly increased only if the senior officer assumes material additional responsibilities, or market compensation practices change substantially.

(c)

Performance Bonus

The Company provides for cash performance bonuses to the Named Executive Officers and senior managers under its Annual Incentive Compensation Scheme  Performance bonuses are based upon corporate, divisional, and individual performance.  The level of incentive compensation that an individual can earn through a performance bonus, usually expressed as a percentage of base salary, is determined by level of responsibility and significance of position within the Company.  The actual percentage earned is based upon individual and corporate targets and objectives such as building the Company’s asset base, increasing investor awareness and recognition, cash flow generation, hedging gains, business development, operational performance, safety and mineral reserves.  Each performance factor is weighted relative to its significance to the operations governed by the individual manager.  In a given year, the Company’s managers may be paid a higher, lower or zero bonus, depending upon whether targets and objectives have been attained or surpassed.  

(d)

Stock Options

The Company’s Stock Option Plans (the “Stock Option Plans”) are administered by the Board of Directors. The Stock Option Plans are designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term, to enable the Company to attract and retain individuals with experience and ability, and to reward individuals for current performance and expected future performance.  The ECCG Committee considers stock option grants when reviewing senior officer compensation packages as a whole.

The Board of Directors determines, after reviewing recommendations of the Chief Executive Officer and the ECCG Committee, the key employees to whom grants are to be made and the terms and conditions of the options forming part of such grants.  Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of the position to the Company.  

The number of stock options which may be issued under the Company’s Stock Option Plans in the aggregate and in respect of any fiscal year is limited by the terms of the Stock Option Plans and cannot be increased without shareholder approval.  Stock options have a maximum ten year term, are exercisable at the market price of the Company’s common shares on the date of grant (as defined in the Stock Option Plans).  Vesting is at the discretion of the directors and is determined at the time of grant on the date of grant.  In general, a holder of stock options must be a director, an officer, an employee or a consultant engaged by the Company, a subsidiary or an affiliate in order to exercise stock options.

In 2006, the Board of Directors appointed an ad hoc committee of the Board to review the Company’s policies with respect to its Stock Option Plans and to provide the Board with recommendations related thereto.  The committee, whose members were Messrs. Berner, Faucher, Moorhouse, and Normand, all of whom are independent directors, met once during the year and made certain policy recommendations, which the Board subsequently approved.

Please refer to “OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR ENDED DECEMBER 31, 2006”, under Executive Compensation above, for information concerning options granted to the Named

10

Executive Officers during the most recently completed financial year.  In addition, please refer to ”STOCK OPTION PLANS” under Director Compensation below, for further information concerning the Company’s Stock Option Plans.

(e)

Chief Executive Officer Compensation

The Compensation of the Chief Executive Officer of the Company (the “CEO”) consists of an annual base salary, incentive bonus related to corporate performance, and incentive stock options, all of which are determined in the manner described in the above discussion of compensation for all senior managers.

The base salary of the CEO is established in accordance with the range of compensation for CEO’s of comparable companies.  The comparable companies are natural resource companies involved in the acquisition, exploration, financing, development and operation of mineral properties (the “Peer Group”).  The CEO can earn a target bonus of up to 40% of his base salary, which, if added to his base salary, brings the resulting total cash compensation to a competitive level.  The CEO’s annual salary together with performance bonus is targeted at the medium to upper end of the applicable Peer Group.  

The ECCG Committee met in the fourth quarter of 2006 to review trends in comparative executive compensation data for similarly sized companies within the mining industry and measure the Company’s performance against the Annual Objectives that were set out by the Board at the beginning of the year and the Company’s relative performance against its Peer Group.  Following its review, the ECCG Committee concluded that the CEO and management had been successful in achieving 100% of the Annual Objectives set by the Board.

Following its review, the ECCG Committee recommended a 4.5% increase in the CEO’s annual base salary for the fiscal year 2007; and recommended that the CEO’s performance bonus be set at 100% of the maximum allowable limit for 2006, being 40% of the CEO’s 2006 annual base salary.

Following its own review, the Board, subsequently, approved the ECCG Committee’s recommendations to increase the CEO’s annual base salary by 4.5%, to $228,000 for the fiscal year 2007; and to award the maximum allowable cash performance bonus of $88,000 for fiscal year 2006.

(f)

Other Compensation

Certain officers of the Company have entered into employment agreements with the Company, which specify the minimum level of annual base salary to be paid to such officers, as well as other terms of employment. (See “TERMINATION OF EMPLOYMENT, CHANGES IN RESPONSIBILITY AND EMPLOYMENT CONTRACTS” above for further information.)

Officers of the Company are also entitled to receive all other benefits that are available to employees of the Company generally.  

(J)

SHARE PERFORMANCE GRAPH

The following graph and table illustrates the Company’s five-year (to December 31, 2006) cumulative shareholder return based on a $100 investment (on December 31, 2001) compared to the cumulative return on a comparable investment on the S&P/TSX Global Gold Index (formerly the S&P/TSX Capped Gold Index) and the S&P/TSX Composite for the same period, each Index as published by the Toronto Stock Exchange.

The year-end values of each investment are based on share appreciation plus dividends paid in cash, with the dividends reinvested on the date they were paid.  The calculations exclude trading commissions and taxes.  Total shareholder returns from each investment can be calculated from the year-end investment values shown in the following graph.

11

FIVE-YEAR TOTAL COMMON SHAREHOLDERS’ RETURN
(Based on an initial investment of Can. $100 on December 31, 2001 to December 31, 2006)

Aurizon Mines Ltd.’s common shares were added to the S&P/TSX Global Gold Index (formerly the S&P/TSX Capped Gold Index), effective December 18, 2006.  As a result, the Company has replaced the S&P/TSX Gold Index with the S&P/TSX Global Gold Index for comparative purposes.

(K)

COMPENSATION OF DIRECTORS

Except as disclosed herein, the Company has no arrangements, standard or otherwise, pursuant to which Directors are compensated by the Company or its subsidiaries for their services in their capacity as Directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Information Circular.

(a)

Annual Retainers and Meeting Participation Fees

Effective May 16, 2006, based on the recommendations of a committee of the Board, the Board approved an increase in the cash remuneration to the Company’s non-executive directors and set the directors compensation as follows:

Annual Retainers:

Directorship

$12,000

Lead Director

$3,600

Audit Committee Chairman

$3,600

ECCGC Chairman

$1,800

Participation Fee per Meeting:

Director Meeting:

$1,200

Regular Committee Meeting

$1,200

On May 23, 2006, following the announcement by Northgate Minerals Corporation of its unsolicited bid to acquire all of the outstanding shares of the Company, the Board appointed a Special Committee of independent directors with the mandate to consider, review, evaluate and make recommendations to the Board of Directors in respect of the unsolicited bid by Northgate Minerals Corporation and to investigate other alternatives available to maximize shareholder value.  Following a review of comparable compensation levels, the Board set the remuneration of the Special Committee, comprising Messrs. Berner, Dionne, Moorhouse and Normand (the “Special Committee”), as follows:

Special Committee Retainer:

Special Committee Chairman

$20,000

Special Committee Member

$15,000

Participation Fee per Meeting:

Special Committee Meeting

$2,500

12

During the most recently completed financial year, a total of $278,725 was earned by non-executive directors in respect of annual retainers and meeting participation fees, of which $95,000 was attributable to the retainer and meeting fees of the Special Committee.  

In addition, periodically, Mr. Louis Dionne, a mining consultant, is engaged by the Company, on an "as needed" basis, to review projects, evaluate business opportunities and conduct reviews of certain aspects of the Company’s operations (the "Services") for which he is paid a rate of $200 per hour and reimbursed for reasonable out-of-pocket expenses incurred in connection therewith.  During the most recently completed financial year, a total of $16,162.01 was paid to Mr. Dionne in respect of the Services.

(b)

Mandatory Share Ownership Policy for Directors

In May, 2006, the Board implemented a mandatory share ownership policy, whereby directors, within three (3) years of their election to the Board of Directors, are required to hold Common Shares of the Company with a value of no less than three times their annual retainer fees.

As at December 31, 2006, all directors with the exception of Mr. Louise Dionne, who was elected to the Board on May 16, 2006, held Common Shares of the Company with a value in excess of the amount required under the policy.  The current share ownership of each Director is set out under "Election of Directors" in this Information Circular.

(c)

Stock Option Grants

The Company has formalized stock option plans for the granting of incentive stock options to the officers, employees, Directors and service providers.  The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the officers, employees, Directors and service providers of the Company and to closely align the personal interests of such persons to that of the shareholders.

The following table sets forth information concerning individual grants of options to purchase securities of the Company made during the most recently completed financial year to the Directors of the Company (excluding the Named Executive Officers):

OPTION GRANTS TO DIRECTORS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR ENDED DECEMBER 31, 2006
Name of Director (a)	Securities Under Options Granted j (#) (b)	% of Total Options Granted in Financial Year k (c)	Exercise or Base Price ƒ($/Security) (d)	Market Value of Securities Underlying Options on the Date of Grant ($/Security) (e)	Expiration Date (f)
Sargent H. Berner	100,000	4.71%	$2.38	$2.38	May 16,2011
Louis Dionne	150,000	7.07%	$2.38	$2.38	May 16, 2011
Richard Faucher	100,000	4.71%	$2.38	$2.38	May 16,2011
Frank A. Lang	100,000	4.71%	$2.38	$2.38	May 16,2011
Brian S. Moorhouse	100,000	4.71%	$2.38	$2.38	May 16,2011
Robert Normand	100,000	4.71%	$2.38	$2.38	May 16,2011

^

The options for common shares become exercisable on the date of grant.

‚

A total of 2,120,000 options were granted during the year ended December 31, 2006, of which 1,450,000 options were granted to Employees, including the NEOs, and 650,000 options were granted to non-executive  directors.

ƒ

The exercise price of stock options is determined by the Board of Directors, but shall in no event be less than the market price of the common shares of the Company on the Toronto Stock Exchange at the time of the grant of the option.  Market Price is the closing sales price of the Company's common shares on the Toronto Stock Exchange on the trading day immediately preceding the day on which the option is granted, or if no sale is reported on such day, the closing sale price on the last previous business day on which such shares were traded.

13

(d)

Stock Option Plans

The Company currently has two formalized stock option plans for the granting of incentive stock options to the executive officers, senior managers, employees, directors and consultants (the “Plans”).  As at March 19, 2007, the Plans provide that the aggregate number of securities reserved for issuance under the Plans, together with the number of securities reserved for issuance under other outstanding incentive stock options and options for service, may not exceed 6,384,400 Common Shares.  As at March 19, 2007, this amount represented 4% of the Company’s outstanding share capital.  Pursuant to the Plans, as at March 19, 2007, the Company had granted options for the purchase of up to an aggregate of 3,334,000 Common Shares, representing 2% of the Company’s current outstanding share capital, to its executive officers, directors, employees and service providers to the Company (the "Participants").  T he purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating such persons and to closely align their personal interests to those of the shareholders.

Subject to the provisions of the Plans, the total number of Optioned Shares to be made available under the Plans and to any Participant, and the terms and conditions of options  is determined by the Board.  The total number of shares to be optioned to any one Participant will not exceed 5% of the Company’s outstanding issued share capital.  The exercise price is determined by the Board of Directors but shall in no event be less than the market price of the common shares of the Company on the Toronto Stock Exchange at the time of the grant of the option.  For the purposes hereof "market price" is the closing price of the Company's common shares on the Toronto Stock Exchange on the trading day immediately preceding the day on which the option is granted, or if no sale is reported on such day, the closing sale price on the last previous business day on which such shares were traded.  All options granted under the Plans expire on the date determined by the Board of Directors at the time of the grant, but not later than that date which is 10 years from the date such options were granted.  

An option granted under the Plans is not transferable or assignable by a Participant other than by will or by testamentary instrument or the laws of succession, and may be exercised during the lifetime of the Participant only by such Participant.

If a Participant is dismissed as an officer, employee, consultant or service provider by the Company or by one of its subsidiaries for cause, all unexercised option rights of that Participant under the Plans shall, unless otherwise expressly determined by the Board of Directors of the Company, immediately become terminated and lapse, notwithstanding the original term of the option.

If a Participant ceases to be a director, officer or employee of, consultant or service provider to the Company or one of its subsidiaries for any reason other than as a result of having been dismissed for cause, or as a result of the Participant's death, such Participant shall have the right for a period of 30 days (or until the normal expiry date of the option rights of such Participant if earlier), from the date of ceasing to be an officer, director, consultant, service provider or employee to exercise the option under the Plans with respect to Optioned Shares of such Participant to the extent they were exercisable on that date, unless otherwise determined by the Board of Directors.  Upon the expiration of such a 30-day period unless otherwise determined by the Board of Directors all unexercised option rights of that Participant shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to such Participant under the Plans.

The Board of Directors may from time to time amend or revise the terms of the Plans or may discontinue the Plans at any time, provided that no such action may in any manner adversely affect the rights under any options earlier granted to a Participant under the Plans without consent of that Participant.  

Except as disclosed, any amendment to the Plans or to any option granted under the Plans requires the approval of the Toronto Stock Exchange and any other stock exchange on which the Company's shares are listed.  In addition, any material amendment to an option held by an Insider, including a change in the exercise price or the expiry date, must be approved by a majority of votes cast at a meeting of shareholders, other than votes attaching to securities beneficially owned by the Insider and the Insider's associates.

An "amendment" includes any change relating to financial assistance provided by the Company, directly or indirectly, in connection with the Plans or an option granted hereunder.  An "amendment" does not, however, include an accelerated expiry of any option due to the Participant ceasing to be an employee or director.

Shareholder approval, where required hereunder, may be given by way of confirmation at the next meeting of shareholders after the amendment is made, provided that no shares are issued pursuant to the amended terms prior thereto.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As of the end of the Company’s most recently completed financial year, the following table sets forth details with respect to compensation plans under which equity securities of the Company are authorized for issuance, for all compensation plans previously approved by security holders; and all compensation plans not previously approved by security holders:

14

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity Stock Option Plans previously approved by security holders	3,334,000	$2.02	3,050,400
Equity Compensation Plans not approved by security holders(1)	Nil	-	6,910,000 (1)

(1)

Based on 7% of the issued and outstanding shares of the company as at March 19, 2007, less the number of options outstanding.  Plan proposed for approval at the Meeting.  See "Particulars of Other Matters to be Acted Upon".

INDEBTEDNESS TO COMPANY OF DIRECTORS AND OFFICERS

There was no indebtedness of any director, executive officer, senior officer, or associate of them, to or guaranteed or supported by the Company or any of its subsidiaries either pursuant to an employee stock purchase program of the Company or otherwise, during the most recently completed financial year.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors.  

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (as defined in National Instrument 51-102) or proposed director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company.

APPOINTMENT OF AUDITORS

PricewaterhouseCoopers LLP, Chartered Accountants, of Vancouver, British Columbia, is the auditor of the Company.  Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of PricewaterhouseCoopers LLP as the auditors of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors.

Disclosure regarding fees paid to PricewaterhouseCoopers LLP, Chartered Accountants, of Vancouver, British Columbia, the Company’s independent auditors, for the two years ended December 31, 2006 and 2005 for professional services is included in the Company’s Annual Information Form filed under the Company’s profile on SEDAR at www.sedar.com.

MANAGEMENT CONTRACTS

No management functions of the Company are performed to any substantial degree by a person other than the Directors or executive officers of the Company.

CORPORATE GOVERNANCE DISCLOSURE

National Policy 58-201 establishes corporate governance guidelines which apply to all public companies.  The Company has reviewed its own corporate governance practices in light of these guidelines and, as prescribed by National Instrument 58-101, discloses its corporate governance practices as follows:  

(A)

INDEPENDENCE OF MEMBERS OF BOARD

The Company's Board consists of eight (8) directors, five (5) of whom are independent based upon the tests for independence set forth in National Instrument 58-101.  Messrs. Berner, Faucher, Lang, Moorhouse, and Normand are independent.  Mr. Hall is not independent as he is the Chairman, President and CEO of the Company.  Mr. Walton is not independent as he is the Executive Vice-President and Chief Financial Officer of the Company, and Mr. Dionne is not independent as he provides consulting services to the Company from time to time for a fee.  

15

The size of the Company is such that all the Company’s operations are conducted by a small management team which is also represented on the Board. The independent directors exercise their responsibilities for independent oversight of management through their majority control of the Board.  In addition, the Board has appointed Mr. Moorhouse, an independent director, as Lead Director to assist the Board in being effective, cohesive and independent from management.  The lead director is responsible for chairing meetings of the independent directors.  The lead director also acts as the liason between the independent directors and the Chairman and acts as the chair of the Executive Compensation and Corporate Governance Committee.  The non-executive directors hold meetings regularly without the presence of the executive directors.  During the year ended December 31, 2006, six (6) such meetings were held.  The n on-executive directors are also encouraged to meet at any time they consider necessary without any members of management, including the executive directors, being present.  The Company's auditors, legal counsel and employees may also be invited to attend.  Further supervision is performed through the Audit Committee, which is composed entirely of independent directors who meet with the Company's auditors without management being in attendance; and through the Executive Compensation and Corporate Governance Committee, which is also composed entirely of independent directors.

(B)

PARTICIPATION OF DIRECTORS IN OTHER REPORTING ISSUERS

The participation of the directors in other reporting issuers is described in the table provided under "Election of Directors" in this Information Circular.

(C)

PARTICIPATION OF DIRECTORS IN BOARD MEETINGS

During the year ended December 31, 2006, twenty one (21) board and committee meetings were held.  The attendance record of each director for board and standing committee meetings held in 2006 is as follows:

Director	Board Meetings Attended	Audit Committee Meetings Attended	ECCG Committee Meetings Attended		Total Number of Meetings Attended
Executive (employee) Directors
David P. Hall, Chairman, President & Chief Executive Officer	14 of 14	n/a		n/a	14 of 14
Ian S. Walton, Executive Vice President & Chief Financial Officer	14 of 14	n/a		n/a	14 of 14
Non-executive Directors
Sargent H. Bernej ‚	12 of 14	n/a		3 of 3	15 of 17
Louis Dionnej	10 of 10	n/a		n/a	10 of 10
Richard Faucher‚	11 of 14	4 of 4		2 of 3	17 of 21
Frank A. Lang	14 of 14	n/a		n/a	14 of 14
Brian S. Moorhouse, Lead Directorj ‚	12 of 14	4 of 4		3 of 3	19 of 21
Robert Normandj ‚	13 of 14	4 of 4		n/a	17 of 18

j

A special committee of these independent directors was formed in response to the unsolicited takeover bid by Northgate Minerals Corporation and remains constituted but has not met since the bid was enjoined by Court Order.  There were three (3) meetings of the special committee held in 2006.

‚

An ad hoc committee of these independent directors met once during the year to review and make recommendations on the Company's Stock Option Policy.

SUMMARY OF 2006 MEETINGS

Full Board – 14
Number of Meetings which included Sessions without the presence of Named Executive Officers who are also Directors – 6

Audit Committee – 4
Number of Meetings which included Sessions without the presence of Named Executive Officers – 4

Executive Compensation and Corporate Governance Committee – 3

All of the Executive Compensation and Corporate Governance Committee Meetings held in 2006 were held without the presence of Named Executive Officers.

(D)

BOARD MANDATE

The Board has adopted a Board Mandate, the text of which is attached as Schedule A to this Information Circular.  

16

(E)

POSITION DESCRIPTIONS

The Board has adopted position descriptions for the Chair of the Board and for the chairs of each of its committees.

The Board has adopted a position description for the CEO.

(F)

ORIENTATION AND CONTINUING EDUCATION

While the Company does not have formal orientation and training programs, new Board members are provided with:

§

a Directors Manual which contains, among other things, information respecting the functioning of the Board of Directors, committees and copies of the Company’s corporate governance policies, historical public information about the Company, as well as copies of the Board’s mandate, the charters of the board and its committees, corporate policies and other relevant information.  The Directors’ Manual is updated regularly.

§

access to recent, publicly filed documents of the Company, technical reports and the Company’s financial information; and

§

access to management and technical experts and consultants.

All Board members are provided with a monthly management report which details the Company’s business results and operations and senior management regularly make presentations to the full board on the main areas of the Company’s business.

Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and visit the Company’s operations.  Board members have full access to the Company's records.

(G)

ETHICAL BUSINESS CONDUCT

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders.  

The Board has adopted a Code of Conduct (the "Code") that is posted on its website at www.aurizon.com and filed under the Company's profile at www.sedar.com.  The Board has instructed its management and employees to abide by the Code and to bring any breaches of the Code to the attention of the Board.  

It is ultimately the Board of Directors’ responsibility for monitoring compliance with the Code of Ethics.  The Board of Directors has delegated this responsibility to the ECCG Committee which, among other things, reviews the Code of Ethics periodically.  To date, no waivers of the Code of Ethics have been granted.  The Company has also established a Whistle-Blower Policy whereby the Board of Directors has delegated the responsibility of monitoring complaints regarding accounting, internal controls or auditing matters to the Lead Director and the Chairman of the Audit Committee.  Monitoring of accounting, internal controls and auditing matters, as well as violations of the law, the Code of Ethics and other Company policies or directives, occurs through the reporting of complaints and concerns in accordance with the Company’s Whistle-Blower Policy.  A copy of the Whistle-Blower Policy is available on the Company& #146;s Web Site at www.aurizon.com   

Certain of the Company's directors serve or may agree to serve as directors or officers of other reporting companies or have significant shareholdings in other reporting companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.  In the event that such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms and such director will not participate in negotiating and concluding terms of any proposed transaction.

The Board requires that directors and executive officers who have an interest in a transaction or agreement with the Company to promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and abstain from discussions and voting in respect to same if the interest is material or if required to do so by corporate or securities law.

(H)

NOMINATION OF DIRECTORS

The ECCG Committee is responsible for identifying potential Board candidates.  The independent members of the ECCG Committee are Mr. Moorhouse, Mr. Berner, and Mr. Faucher.  The ECCG Committee determines the competencies and skills the Company’s Board of Directors as a whole should possess; assesses potential Board candidates relative to perceived needs on the Board for required skills, expertise, independence and other factors and recommends candidates for nomination, appointment, election and re-election to the Board and its committees.  Members of the Board and

17

representatives of the mining industry are consulted for possible candidates.  In addition, the ECCG Committee maintains an evergreen list of possible candidates, which it reviews and updates on a regular basis.  

The Board has adopted a written charter that sets forth the responsibilities, powers and operations of the ECCG Committee.  The ECCG Committee is responsible for annually assessing Board performance, assessing the contribution of the Board, committees and all directors annually, and planning for succession of the Board.  The ECCG Committee annually assesses the skills and competencies each existing director possesses and the contribution made by individual directors at meetings.  The Company’s ECCG Committee is also responsible for annually reviewing board size to ensure effectiveness.  Where appropriate, the ECCG Committee will make recommendations to the Board.

(I)

COMPENSATION

The ECCG Committee is also responsible for reviewing the adequacy and form of non-executive Directors’ compensation, to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director. The ECCG Committee annually reviews the adequacy and form of non-executive Directors’ compensation and makes recommendations to the Board with respect to the Company’s directorship fee structure. To determine compensation payable, the ECCG Committee reviews compensation paid for directors of companies of similar size and stage of development in the mineral mining industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors while taking into account the financial and other resources of the Company.  See also "Report on Executive Compensation".

The ECCG Committee has a written charter that sets out the committee’s responsibilities, structure and operations. Pursuant to its charter, and with respect to Compensation, the ECCG Committee is responsible to annually:

·

Assess the CEO against the corporate objectives set by the Board, and make recommendations to the Board with respect to the performance of senior management.

·

Review and make recommendations to the Board with respect to Executive Compensation and the non-employee Directors’ compensation and consider the possible granting of incentive options under the Company’s stock option plans.

·

Review and make recommendations to the Board with respect to Employment Agreements with the CEO and CFO and, where appropriate, make recommendations to the Board.

·

Develop the corporate objectives that the CEO is responsible for meeting for the ensuing year, for recommendation to the Board.

·

Develop CEO and board position descriptions for recommendation to the Board for the upcoming year, including the Company’s Delegation of Authority chart which sets out the definition of the limits to management’s responsibilities.

·

Review the Company’s Executive Compensation disclosure, as set out in the Statement of Executive Compensation published in the Company’s annual Information Circular to Shareholders.

Pursuant to its charter, the ECCG Committee is empowered to approve, in circumstances that it considers appropriate, the engagement by any one or more directors of outside advisers at the Company’s expense.

(J)

ASSESSMENTS

The Board annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the directors and its committees to determine whether changes in size, personnel or responsibilities are warranted.  To assist in its review, each year Board members are asked to complete a detailed questionnaire which seeks subjective comment in key areas.  The questionnaire is designed to allow members to evaluate how well the Board and its committees are operating and to make suggestions for improvement.  The questionnaire is administered by the Corporate Secretary and responses are compiled for review by the Chair of the ECCG Committee.  The Chairman of the ECCG Committee provides a summary of the report to the Board and the Chief Executive Officer.  Attribution of comments to individual directors in the summary report are not made.  Matters requiring follow-up are identified and action plans are developed and ongoing monitoring is done by the Chair of the ECCG Committee to ensure satisfactory results.   As part of the assessments, the Board or the individual committee may review their respective mandate or charter and conduct reviews of applicable corporate policies.

(K)

OTHER BOARD COMMITTEES

The Board does not have any standing committees, other than the Audit and ECCG Committees.  From time to time ad hoc committees of the Board are appointed.  During the year ended December 31, 2006, the Board appointed an ad hoc committee to review the Company’s Stock Option Policy and to make recommendations to the Board.  The members of committee  were all independent directors.

18

Following the announcement by Northgate Minerals Corporation of its unsolicited bid to acquire all of the outstanding shares of the Company, the Board appointed a Special Committee of independent directors of the Board with the mandate to consider, review, evaluate and make recommendations to the Board of Directors in respect of the unsolicited bid and to investigate other alternatives available to maximize shareholder value.  The Special Committee remains constituted but has not met since the bid was enjoined by Court Order.

AUDIT COMMITTEE INFORMATION

Information regarding the Company’s Audit Committee, together with a copy of the Audit Committee’s charter, is contained in the Company’s Annual Information Form filed under the Company’s profile on SEDAR at www.sedar.com

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

(A)

APPROVAL OF ROLLING 7% STOCK OPTION PLAN

The Company currently has two formalized stock option plans for the granting of incentive stock options to the executive officers, senior managers, employees, directors and consultants, a 1997 Plan and a 2003 plan (the “Existing Plans”), each with a fixed number of shares that could be issued under such plan.  As at March 19, 2007, pursuant to the Existing Plans, an aggregate of 6,384,400 shares (or 4.3% of the Company’s issued and outstanding share capital) were reserved for issuance under the Existing Plans, of which 3,334,000 shares (or 2.3% of the Company’s issued and outstanding share capital) have been allocated and granted under existing stock options, leaving a balance of 3,050,400 (or 2.1% of the Company’s issued and outstanding share capital) remaining for future stock option grants.

The TSX recently amended its policies in respect of stock option plans to permit the adoption of stock option plans providing that number of common shares which may be issued pursuant to options previously granted and those granted under the plan is a maximum percentage of the issued and outstanding common shares at the time of the grant.  The board of directors of the Company has approved the adoption of a 7% rolling stock option plan (the "7% Rolling Plan").  Options that are outstanding and granted under the Existing Plans will be governed by the terms of the 7% Rolling Plan except to the extent that the terms of the 7% Rolling Stock Plan are more restrictive than the terms of the Existing Plan under which any such stock option was granted, in which case they will be governed by the stock option agreement evidencing their issuance.  

The effect of the 7% Rolling Plan is that at any point in time, the Company may have stock options outstanding for the purchase of up to 7% of its then issued outstanding common shares.  Based upon the issued capital of the Company as at the date of this Information Circular (146,343,048 shares) and the number of currently outstanding stock options (3,334,000 shares), if the 7% Rolling Plan is implemented the Company could grant stock options to purchase up to an additional 6,910,000 common shares.  

The purpose of the 7% Rolling Plan is to provide greater flexibility in competing for, attracting and motivating directors, officers, employees of and service providers to the Company (collectively the "Optionees") and thereby advance the Company's interests by affording such persons an opportunity to acquire an equity interest in the Company through the stock options.  The 7% Rolling Plan authorizes the board of directors (or compensation committee) to grant stock options to the Optionees on the following terms:

1.

The number of shares subject to each stock option is determined by the board of directors (or compensation committee) provided that the 7% Rolling Plan, together with all other previously established or proposed share compensation arrangements, may not result in:

(a)

the number of common shares of the Company reserved for issuance pursuant to stock options granted to insiders exceeding 7% of the outstanding issue;

(b)

the issuance, to insiders of the Company of a number of common shares of the Company exceeding, within a one year period, 7% of the outstanding issue; or

(c)

the issuance, to any one insider of the Company and such insider’s associates, of a number of common shares of the Company exceeding, within a one year period, 5% of the outstanding issue.  

The outstanding issue is determined on the basis of the number of common shares of the Company outstanding immediately prior to any share issuance.

2.

The maximum number of common shares of the Company which may be issued pursuant to stock options granted under the 7% Rolling Plan, unless otherwise approved by shareholders, will be 7% of the issued and outstanding common shares at the time of the grant.  Any increase in the issued and outstanding common shares will result in an increase in the available number of common shares issuable under the 7% Rolling Plan, and any exercises of stock options will make new grants available under the 7% Rolling Plan.  

19

3.

Any unallocated entitlements under a 7% Rolling Plan must be approved and ratified by shareholders every three years.

4.

The exercise price of an option may not be set at less than the closing price of the common shares of the Company on the TSX on the trading day immediately preceding the date of grant of the option.

5.

The options may be exercisable for a period of up to five years, such period and any vesting schedule to be determined by the board of directors (or compensation committee) of the Company, and are non-assignable, except in certain circumstances.  

6.

The expiry date of an option may be the later of: a specified expiry date and, where a blackout period is imposed by the Company and the specified expiry date falls within the blackout period or within 5 trading days after such a blackout period, the date that is 10 trading days following the end of the black out period.

7.

Options can be exercised by the Optionee as long as the Optionee is a director, officer, employee or service provider to the Company or its subsidiaries or within a period of not more than 90 days after ceasing to be a director, officer, employee or service provider (or such longer period as may be provided in a contract of employment or approved by the board of directors of the Company and, if required, the TSX) or, if the Optionee dies, within one year from the date of the Optionee's death.

8.

Upon commencement of a takeover bid, or upon a change of control, any unvested options shall be immediately exercisable.

9.

The Directors may from time to time in the absolute discretion of the Directors amend, modify and change the provisions of an option or the 7% Rolling Plan without obtaining approval of shareholders to:

(a)

make amendments of a clerical or typographical nature and to include clarifying provisions in the Plan;

(b)

implement features or requirements that are necessary or desirable under applicable tax and securities laws;

(c)

change vesting provisions;

(d)

change termination provisions for an insider provided that the expiry date does not extend beyond the original expiry date under the Plan;

(e)

change termination provisions for an optionee who is not an insider beyond the original expiry date;

(f)

reduce the exercise price of an option for an optionee who is not an insider; and

(g)

implement a cashless exercise feature, payable in cash or securities.

All other amendments will require approval of shareholders and the TSX.

A copy of the 7% Rolling Plan is available for viewing up to the date of the Meeting at the Company's offices at Suite 900, 510 Burrard Street, Vancouver, British Columbia, and at the Meeting.

The approval of the 7% Rolling Plan requires the affirmative vote of the holders of a majority of the issued and outstanding common shares of the Company entitled to vote and represented in person or by proxy at the Meeting.  

Shareholders will be asked at the Meeting to consider, and if thought fit, approve with or without variation, the ordinary resolution in the form set forth below:

"RESOLVED, as an ordinary resolution, that the Company be and is hereby authorized to adopt a 7% rolling stock option plan pursuant to which the aggregate number of common shares of the Company which may be the subject of stock options granted to directors, officers, employees and service providers of the Company and its subsidiaries may not exceed 7% of the issued and outstanding common shares at the time of the grant, and that stock options granted under the Company's existing plans be governed by the terms of the 7% rolling stock option plan, except to the extent that the terms of the 7% rolling stock option plan are more restrictive than the terms of the existing plan under which any such stock option was granted, in which case they will be governed by the stock option agreement evidencing their issuance."

If approved by shareholders of the Company, the 7% Rolling Plan will take effect upon approval by the TSX and the Company will issue a press release announcing the implementation of the 7% Rolling Plan once the TSX approval is obtained.

The directors of the Company believe the passing of the foregoing ordinary resolution is in the best interests of the Company and recommend that shareholders of the Company vote in favour of the resolution.

20

The persons named as proxies in the enclosed form of proxy intend to cast the votes represented by proxy in favour of the foregoing resolution unless the holder of common shares who has given such proxy has directed that the votes be otherwise cast.

(B)

ADOPTION OF NEW CHARTER DOCUMENTS

The Business Corporations Act (British Columbia) (the "New Act”) which was adopted in British Columbia in 2005 adopts many provisions similar to those contained in corporate legislation elsewhere in Canada. and provides greater flexibility and efficiency for British Columbia companies than the former Company Act ("Former Act").  While the company has transitioned under the New Act, it is not able to take advantage of many of its provisions unless it implements certain amendments to its Notice of Articles and articles.

The Company is seeking shareholder approval for amendments to the Company's Notice of Articles and for the adoption  of a new form of articles ("Articles") with a view to incorporating some of changes permitted under the New Act.  The directors believe that amending the Company’s Notice of Articles and adopting new Articles will enable the Company to be more efficient, flexible and cost-effective and will bring the Company’s charter documents into line with charter documents of companies in other jurisdictions.  

Copies of the Altered Notice of Articles and the proposed Articles are available for viewing up to the date of the Annual and Special General Meeting at the Company's offices at Suite 900, 510 Burrard Street, Vancouver, B.C., and at the Annual and Special General Meeting.

(a)

Deletion of Pre-Existing Company Provisions

The regulations under the New Act effectively added certain provisions, called "Pre-Existing Company Provisions" or "PCPs", to every existing company’s Notice of Articles.  These PCPs carried forward the threshold for the number of votes required to pass a special resolution under the Former Act, which was at least three-quarters of the votes cast by shareholders present in person or by proxy at the meeting.  Under the New Act a special resolution requires the affirmative vote of at least two-thirds of the votes cast by shareholders present in person or by proxy at the meeting.  The Company proposes to amend its Notice of Articles to delete the PCPs so that the a two-thirds majority threshold for a special resolution will apply to the Company.

If shareholders approve this resolution, special resolutions will require a two-thirds majority vote, instead of a three-quarters majority vote.  This is consistent with the thresholds applicable in other Canadian jurisdictions.

Shareholders will be asked to consider and, if thought fit, to pass the following special resolution:

"UPON MOTION IT WAS RESOLVED, as a special resolution, that:

(a)

the Pre-Existing Company Provisions in the Notice of Articles of the Company are hereby deleted;

(b)

the Company’s Notice of Articles is altered accordingly;

(c)

any director or officer of the Company is authorized to execute and file a Notice of Alteration of the Notice of Articles with the Registrar of Companies along with all other documents and take such further actions that may be necessary to effect the amendment; and  

(d)

the board of directors is hereby authorized, at any time in its sole discretion, to determine whether or not to proceed with this resolution without further approval, ratification or confirmation by the shareholders."

This amendment to the Notice of Articles shall take effect immediately on the date and time the Notice of Alteration of the Articles is filed with the Registrar of Companies.

(b)

Proposed Alteration of Authorized Capital

As now permitted by the New Act, the Company proposes to amend to its Notice of Articles to increase the Company’s authorized capital from 500,000,000 common shares without nominal or par value and 100,000,000 preferred shares without nominal or par value to an unlimited number of shares without par value comprising an unlimited number of common shares and an unlimited number of preferred shares, both without par value.  Management believes that having unlimited authorized capital will provide the Company with greater flexibility for future corporate activities.  The Company will remain subject to the policies of the TSX and AMEX in respect of any new issuances of shares.  This resolution must be passed by not less than three-quarters of the votes cast by the shareholders present in person or by proxy at the Meeting.

Shareholders will be asked to consider and, if thought fit, to pass the following special resolution:

"UPON MOTION IT WAS RESOLVED, as a Special Resolution, that:

(a)

the number of common shares authorized to be issued be increased to an unlimited number of shares divided into an unlimited number of common shares without par value and an unlimited number of

21

preferred shares without par value;

(b)

the Company’s Notice of Articles be altered accordingly;

(c)

any director or officer of the Company is authorized to execute and file a Notice of Alteration of the Notice of Articles with the Registrar of Companies along with all other documents and take such further actions that may be necessary to effect the amendment; and

(d)

the board of directors is hereby authorized, at any time in its absolute discretion, to determine whether or not to proceed with the above resolutions without further approval, ratification or confirmation by the shareholders."

This amendment to the Notice of Articles shall take effect immediately on the date and time the Notice of Alteration of the Articles is filed with the Registrar of Companies.

(c)

Adoption of Articles

Management is seeking shareholder approval for the adoption of new Articles ("New Articles") in place and stead of its existing Articles to, among other things, update certain terminology and procedures to expressly permit electronic voting and book entry processing of transfers (the implementation of which is encouraged by AMEX and the Company expects will soon become commonplace in Canada as well), and to permit certain amendments to the Company's Notice of Articles and authorized capital to be authorized by ordinary resolution.

The provisions in the Company's existing Articles that prescribe staggered terms for the Company's directors will be retained in the New Articles.

The resolution approving the New Articles must be passed by not less than three-quarters of the votes cast by the shareholders present in person or by proxy at the Meeting.  

Under the New Articles

The following are the changes from the existing articles that management believes are material:

1.

Certain changes to the Notice of Articles, Articles and share structure may be made by directors’ resolution or ordinary resolution.  A description of the changes is provided below;

2.

The directors, by directors’ resolution, may approve a change of name of the Company without the necessity for shareholder approval;

3.

Shareholders’ meetings may be held by electronic means;  

4.

Shareholder meetings may, if authorized by directors’ resolution, be held in jurisdictions outside British Columbia.

5.

The following may be approved by ordinary resolution:

(i)

creation of one or more classes or series of shares and, if none of the shares of a class or series of shares are allotted or issued, elimination of that class or series of shares and altering the identifying name of any of its shares;

(ii)

establishing, increasing, reducing or eliminating the maximum number of shares that the Company is authorized to issue out of any class or series of shares;

(iii)

if the Company is authorized to issue shares of a class of shares with par value, decreasing the par value of those shares or if none of the shares of that class of shares are allotted or issued, increasing the par value of those shares;

(iv)

changing unissued shares with par value into shares without par value or vice verse or changing all or any of its fully paid issued shares with par value into shares without par value;

(v)

creating, attaching, varying or deleting special rights or restrictions for the shares of any class or series of shares, if none of those shares have been issued;

(vi)

subdividing all or any of its unissued, or fully paid issued, shares, and

(vi)

authorizing alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to the Articles are solely within the directors' powers, control or authority.

6.

if the New Act does not specify the type of resolution and the Articles do not specify another type of resolution, by ordinary resolution, otherwise alter its shares, authorized share structure or the Articles.

22

Shareholders will be asked to consider and, if thought fit, to pass the following special resolution:

"UPON MOTION IT WAS RESOLVED, as a special resolution, that

(a)

the Company adopt the New Articles in substitution for and replacement in their entirety the existing Old Articles of the Company;

(b)

any director or officer of the Company is authorized to execute and file such documents and take such further action, including any filings with the Registrar of Companies, that may be necessary to effect the amendment; and

(c)

the board of directors is hereby authorized, at any time in its sole discretion, to determine whether or not to proceed with this resolution without further approval, ratification or confirmation by the shareholders."

The Articles shall have effect immediately on the date and time the Articles are deposited for filing in the Company’s records office.

(C)

OTHER MATTERS

Management of the Company is not aware of any matter to come before the Meeting other than as set forth in the notice of meeting.  If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com.  In addition, security holders may contact the Company to request copies of the Company’s financial statements and MD&A by contacting Investor Relations at: Tel:  (604) 687-6600; Fax:  (604) 687-3932; Email: info@aurizon.com; Web Site:  www.aurizon.com; Toll Free Can./U.S.:  1-888-411-GOLD.    Financial Information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year, which are filed on SEDAR.

DATED this 19^th day of March, 2007.
BY ORDER OF THE BOARD

David P. Hall, Chairman,
President & Chief Executive Officer

23

SCHEDULE “A”

BOARD MANDATE

AURIZON MINES LTD.

BOARD OF DIRECTORS MANDATE

I.

Board’s Purpose

The duties and responsibilities of Directors follow from applicable corporate laws, as well as those duties and responsibilities generally agreed and approved by the Board of Directors.  The intent is that the duties and responsibilities guide the Board in complying with all applicable Canadian and U.S. legal and regulatory requirements.

Directors are accountable to the shareholders of the Company.

II.

Board’s Mandate

The Board of Directors shall further the objectives of the Company by directing, supervising and otherwise reviewing and approving the stewardship of the Company.

All material transactions must be reviewed and approved by the Board prior to implementation.  Any responsibility that is not delegated to senior management or a Board committee remains with the full Board.  One of the Board’s responsibilities is to review and, if thought fit, to approve opportunities as presented by management and to provide guidance to management.  The Board relies on management for the preparation of periodic reports, and to provide the support and information necessary to enable the Board to fulfill its obligations effectively.  

The Board has the responsibility to participate with management in developing and approving the mission of the business, its objectives and goals, the strategic plans arising therefrom, and monitoring subsequent performance against said plans.  Strategic issues are reviewed with management and addressed by the full Board at regularly scheduled Board meetings and at meetings specifically called for this purpose.  The Board’s strategic planning process involves having regular Board meetings to review reports on the Company's operations, exploration and development programs, and permits meeting with management on a regular basis, and reviewing business opportunities as presented by management.

The Board also meets to: plan for the future growth of the Company; identify risks of the Company’s business, thus ensuring the implementation of appropriate systems to manage these risks; monitor senior management; and ensure timely disclosure of material transactions through the issuance of news releases and financial statements.  The Board reviews financial performance quarterly.  Frequency of meetings as well as the nature of agenda items change depending upon the state of the Company’s affairs and in light of opportunities or risks which the Company faces.  When necessary and appropriate, issues may be approved and adopted by the Board by way of Written Resolutions.

AURIZON MINES LTD.
BOARD OF DIRECTORS MANDATE
Page 2

III.

Composition

The Board of Directors shall be comprised with a majority of individuals who qualify as unrelated directors.  

In deciding whether a particular Director is a “related Director” or an “unrelated Director”, the Board of Directors shall examine the factual circumstances of each Director and consider them in the context of factors considered to be relevant.  

If the corporation has a significant shareholder, in addition to a majority of unrelated directors, the board should include a number of directors who do not have interests in or relationships with either the corporation or the significant shareholder and which fairly reflects the investment in the corporation by shareholders other than the significant shareholder. A significant shareholder is a shareholder with the ability to exercise a majority of the votes for the election of the board of directors.

IV.

Independence from Management

All committees of the Board shall be made up of non-management directors.

In addition, the Board will designate an outside, unrelated director to serve as “Lead Director” with the responsibility to ensure that the Board executes its mandate effectively, efficiently and independently of management.  

The Company’s Executive Compensation and Corporate Governance Committee is authorized to approve, in circumstances that it considers appropriate, the engagement by any one or more directors of outside advisers at the Company’s expense.

V.

Specific Responsibilities and Duties

The Board’s mandate includes the following duties and responsibilities:

1.

Reviewing and approving any proposed changes to the Company’s memorandum or articles.

2.

Be responsible for, and take appropriate action with respect to, any take-over bid, proposed merger, amalgamation, arrangement, acquisition of all or substantially all of the assets or any similar form of business combination, including the approval of any agreements, circulars or other documents in connection therewith.

3.

Approving payment of distributions to shareholders.

4.

Approving any offerings, issuances or repurchases of share capital or other securities.

5.

Approving the establishment of credit facilities and any other long-term commitments.

6.

Selecting and appointing, evaluation of and (if necessary) termination of the CEO.

7.

Succession planning and other human resource issues.  The appointment of all corporate officers requires Board authorization.

8.

Approving the compensation of the senior executive officers, including performance bonus plans and stock options.

AURIZON MINES LTD.
BOARD OF DIRECTORS MANDATE
Page 3

9.

Adopting a strategic planning process, approving strategic plans, and monitoring performance against plans.

10.

Reviewing and approving annual operational budgets, capital expenditures and corporate objectives, and monitoring performance on each of the above.

11.

Reviewing policies and procedures to identify business risks, and ensure that systems and actions are in place to monitor them.

12.

Reviewing policies and processes, as recommended by the Company’s Audit Committee, to ensure that the Company’s internal control and management information systems are operating properly.

13.

Approving the financial statements and MD&A, and making a recommendation to shareholders for the appointment of auditors.

14.

Approving the Company’s code of business ethics, which includes a communications policy for the Company, and monitoring its application.

15.

Assessing the contribution of the Board, committees and all directors annually, and planning for succession of the Board.

16.

Arranging formal orientation programs for new directors, where appropriate.

VI.

Directors’ Remuneration and Expenses

The independent directors’ remuneration is fixed by the Board upon the recommendation of the Executive Compensation and Corporate Governance Committee.  The Directors are also entitled to be reimbursed for reasonable traveling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof or in connection with their services as Directors.  

Within three (3) years of their election to the Board of Directors, individual directors are required to hold Common Shares of the Company with a value of no less than three times (3Xs) their annual retainer fee(s).

VII.

Board Meetings Process

The powers of the Board may be exercised at a meeting for which notice has been given and at which a quorum is present or, in appropriate circumstances, by resolution in writing signed by all the directors.

Responsibility for Convening

Regular meetings of the Directors may be called and held at such time and at such place as the Board may by resolution from time to time determine.  Any Director may call a meeting of the Board at any time.

Notice of Meeting

Reasonable notice of the time and place of each meeting shall be given by mail or by telephone or any other method of transmitting legibly recorded messages.  A notice of meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified.

AURIZON MINES LTD.
BOARD OF DIRECTORS MANDATE
Page 4

Quorum

The quorum for the transaction of business at any meeting of the Board shall be a majority of directors or such other number of Directors as the Board may from time to time determine according to the articles of the Company.

Chairman

The Chairman of the board is elected annually at the first meeting of the Directors following the shareholders meeting.

Voting

At all meetings of the Board every resolution shall be decided by a majority of the votes cast on the resolution and in case of any equality of votes, the Chairman has a second or casting vote.

Order of Business

The Board shall endeavor to conduct its business effectively and efficiently.  Accordingly, it shall be normal procedure to provide Directors with the agenda and materials at least five business days ahead of time in order that they may arrive at the meeting fully prepared.

AURIZON MINES LTD.
BOARD OF DIRECTORS MANDATE
Page 5

Board meetings shall normally proceed as follows:

Review and approval of the minutes of the preceding meeting;
Business arising from the previous minutes;
Reports of committees;
President’s report, financial and operational reports;
Other business;
Setting the date and time of the next meeting;
Private session for non-executive directors,
  without the presence of management; and
Adjournment

Minutes of the meetings

A secretary should be named for each Board and committee meeting and minutes should be circulated at the latest one month after such meeting.  Minutes of the committees meetings will be given to each Board member.

VIII.

Lead Director

The Board shall designate an outside, unrelated director to serve as “Lead Director” with the responsibility to ensure that the Board executes its mandate effectively, efficiently and independently of management.  The Lead Director shall also serve as Chairman of the Executive Compensation and Corporate Governance Committee.  

AURIZON MINES LTD.
BOARD OF DIRECTORS MANDATE
Page 6

IX.

Annual Work Plan

	Quarterly	First Quarter	Fourth Quarter
Set Annual General Meeting and Record Dates		X
Receive Audit Committee’s Report regarding: Year-end Financial Statements; MD&A; management’s representation letter; External Auditors Work, Independence and fees; Auditor Recommendation.		X
Review and approve Year-end Financial Statements; MD&A; and management’s certification form thereof.		X
Recommend auditors for the ensuing year		X
Review and reassess the adequacy of the Company’s Code of Business Ethics and relevant corporate policies, as recommended by the Audit and/or Executive Compensation and Corporate Governance Committee.		X
Receive ECCGC’s Report regarding board size, board assessment, evaluation re past years proceedings; current developments relating to corporate governance; the Board’s mandate; the ECCGC’s charter and its membership		X
Review shareholders’ meeting proposals and the Company’s disclosure in its Proxy related material for the annual meeting of shareholders.		X
Review the Company’s Annual Information Fomr and Report on Form 40-F		X
Review and approve interim financial statements and related MD&A	X
Receive Audit Committee’s Report regarding: audit plan; accounting systems and procedures and internal controls; auditors’ engagement letter; and financial and accounting human resources; the Committee’s charter, membership, and self-assessment/evaluation			X
Receive the ECCGC’s report on its assessment of the CEO against the Company’s corporate objectives; Executive Compensation, including employment agreements with the CEO and CFO, and the non-employee Directors’ compensation and consider the granting of incentive options under the Company’s stock option plan.			X

AURIZON MINES LTD.
BOARD OF DIRECTORS MANDATE
Page 7

	Quarterly	First Quarter	Fourth Quarter
Review and, if thought fit, approve Executive Compensation, including employment agreements with the CEO and CFO, and the non-employee Directors’ compensation and consider the granting of incentive options under the Company’s stock option plan.			X
Review and approve the corporate objectives that the CEO is responsible for meeting for the ensuing year (as recommended by the ECCGC).			X
Receive the ECCGC’s report regarding its review of the Company’s  descriptions for its CEO and board positions, including the Company’s Delegation of Authority chart which sets out the definition of the limits to management’s responsibilities..			X
Receive the ECCGC’s report on its review of the indemnification of directors and officers, and D&O insurance policy			X
Review and approve the Budget for the ensuing year			X
Review any proposed prospectus filings
Review and approve any material transactions not covered in the Annual Operating Budget.  Material transaction include any transaction greater than 2% of Annual Operating Budget  (and not covered in the Annual Budget).
Hold private sessions without the presence of management	X

This Board of Directors Mandate, as amended from time to time, was initially adopted by the Board of Directors of Aurizon Mines Ltd. on the 3^rd day of April 2003.

By order of the Board of Directors

AURIZON MINES LTD.

Last Update:  May 12, 2006

EX-99.6

CERTIFICATIONS REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a)

I, David P. Hall, Chairman, President and Chief Executive Officer of Aurizon Mines Ltd., certify that:

1.

I have reviewed this annual report on Form 40-F of Aurizon Mines Ltd. (the “Issuer”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report;

4.

The Issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting; and

5.

The Issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer’s auditors and the audit committee of Issuer’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer’s internal control over financial reporting.

/s/ David P. Hall________________________________________
David P. Hall
Chairman, President and Chief Executive Officer

April 2, 2007

EX-99.7

CERTIFICATIONS REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a)

I, Ian S. Walton, Executive Vice-President and Chief Financial Officer of Aurizon Mines Ltd. (the “Issuer”), certify that:

1.

I have reviewed this annual report on Form 40-F of Aurizon Mines Ltd.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report;

4.

The Issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting; and

5.

The Issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer’s auditors and the audit committee of Issuer’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer’s internal control over financial reporting.

/s/ Ian S. Walton                                                                     
Ian S. Walton
Executive Vice-President and Chief Financial Officer

April 2, 2007

EX-99.8

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ENACTED PURSUANT TO

SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

Aurizon Mines Ltd. (the “Company”) is filing with the U.S. Securities and Exchange Commission on the date hereof, its annual report on Form 40-F for the fiscal year ended December 31, 2006 (the “Report”).

I, David P. Hall, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David P. Hall                                                          
David P. Hall
Chairman, President and Chief Executive Officer

April 2, 2007

EX-99.9

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ENACTED PURSUANT TO

SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

Aurizon Mines Ltd. (the “Company”) is filing with the U.S. Securities and Exchange Commission on the date hereof, its annual report on Form 40-F for the fiscal year ended December 31, 2006 (the “Report”).

I, Ian S. Walton, Executive Vice-President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ian S. Walton                                                               

Ian S. Walton
Executive Vice-President and Chief Financial Officer

April 2, 2007

EX-99.10

EX-99.11

EX-99.12

EX-99.14

EX-99.13