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4

information technology system disruptions, damage or failures;

effects of proposed legislation on the mining industry and our business;

foreign currency fluctuations;

our executive officers, directors and consultants being engaged in other businesses;

costs associated with any unforeseen litigation;

enforcement of civil liabilities in the United States and elsewhere;

our common shares continuing not to pay cash dividends;

our securities, including in relation to both company performance and general security market

conditions;

the OTCQB standards and the “penny stock” rules;

tax consequences to U.S. shareholders related to our potential status as a “passive foreign investment

company”;

risk factors discussed in this Annual Report; and

other factors, many of which are beyond our control.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks

and uncertainties that could affect forward-looking statements are described further under the section headings

“Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations” of this Annual Report. Although we have attempted to identify important

factors that could cause actual results to differ materially from those described in forward-looking statements, there

may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these

risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary,

possibly materially, from those anticipated, believed, estimated or expected. We caution readers not to place undue

reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law,

we disclaim any obligation to revise any forward-looking statements to reflect events or circumstances after the date

of such statements or to reflect the occurrence of anticipated or unanticipated events.

We qualify all of the

forward-looking statements contained in this Annual Report by the foregoing cautionary statements.

GLOSSARY OF TERMS

Conversion Factors and Abbreviations

All units in this Annual Report are stated in metric measurements unless otherwise noted. For ease of

reference, the following conversion factors are provided:

To Convert Imperial Measurement Units

To Metric Measurement Units

Multiply by

Acres

Hectares

0.4047

Feet

Meters

0.3048

Miles

Kilometers

1.6093

Tons (short)

Tonnes

0.9071

Gallons

Liters

3.7850

We report our mineralized material to meet the Canadian reporting requirements for disclosure of

information regarding mineral properties, which are governed by National Instrument 43-101 (“NI 43-101”). The

definitions of the various categories of mineral reserves and mineral resources in NI 43-101 have the meanings

given by the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) as the CIM Definition Standards on

Mineral Resources and Mineral Reserves adopted by the CIM Council. U.S. reporting requirements for disclosure

of information regarding mineral properties are governed by U.S. Securities and Exchange Commission Industry

Guide 7. The Canadian and U.S. reporting standards have similar goals in terms of conveying an appropriate level

of confidence in the disclosures being reported but embody differing approaches and definitions. Although certain

terms describing mineralized material are recognized and required by Canadian regulations under NI 43-101, the