On November 30, 2007, the Company acquired all the assets and liabilities of Gold Fields Netherlands Services BV, a wholly owned subsidiary of Gold Fields Limited (“Gold Fields”) Venezuela Acquisition”) for aggregate issuance of a total of 140 million common shares at a p of $25.8 million.

The main asset acquired was the Choco 10 mine, located in the El Callao district, in which the Company acquired a 95% interest.

On July 8, 2008, the Company closed the transaction to acquire from Hecla Mining Company (“Hecla”) 100% of the outstanding shares of El Callao Gold Mining Ltd. and Drake-Bering Holdings B.V. (the “Hecla a-Venezuela Acquisition”) including their wholly-owned subsidiaries Minera Hecla and El Callao o Gold Mining Company de Venezuela, SCS (“El Ca alo Gold Mining”) in consideration for $20 million paid in cash, $5 million by the issuance of 4 4,273,504 common shares of the Company and acquisition costs of $1.2 million.

In addition the C Company paid $0.9 million for the working capital of the companies acquired in the Hecla-Venezuela acquisition.

ii. On July 4, 2008 the Company entered into an agreement with MIBAM to create a joint venture (the “Mixed Enterprise”) within six months of the date of this agreement. The intention of the Mixed Enterprise is to carry y on with gold exploration, development and mining of the main assets acquired in the Hecla-Vene ezuela Acquisition which are the Block B – Isidora mining leases and the La Camorra mill facility in Bolivar State, Venezuela.

The Mixed Enterprise w will be 50% owned by the Company and 50% % owned by Empresa Minera Nacional (“EMN”), which is a company owned indirectly by MIBAM M.

As part of the agreement with MIBAM the Company paid $5 million to CVG Minerven which owns 100% of EMN. This payment was made on n August 6, 2008. Additionally the Company is to provide a pledge in favour of EMN on 50% of the Company’s interest in Minera Hecla and d El Callao Gold Mining until the Mixed Enterprise is created.

For the period ended September 30 0, 2008, the Company has not consolidated the companies acquired in the Hecla-Venezuela Acquisition. For accounting purposes, the Company’s management has concluded that the Company does not currently have a continuing power to determine the strategic, operating, investing and financing polices of the companies acquired in the Hecla-Venezuela Acquisition until such time that the Mixed Enterprise is formed. Management has made this determination as the approval granted by CVG Minerven and MIB BAM to transfer the mining leases, as a result of the e change in control of the companies acquired in the Hecla-Venezuela Acquisition, together with owners ship of the mining rights, contracts and assets directly y affected by the mining leases are both subject to the creation of the Mixed Enterprise in the period required in the agreement entered with MIBAM in (ii) above. Therefore until such time that the Mixed Enterprise has been established the Company has determined that it is not appropriate to consolidate the companies acquired in the Hecla-Venezuela Acquisition.

El Dorado

The Company’s mineral titles in the e El Dorado district are comprised of Emilia, Emilia a II, El Placer, San Rafael, Ceiba, and others. This block of claims has a history of past gold production n and contains the Company’s Emilia mill.

The existing Emilia mill, which has been on care and maintenance since September 22006, is located in the central portion of the El Dorado project.

Valle Hondo

The 13,000 hectare Valle Hondo Prroject is located 40 km east of the Company’s Emilia mill.

Increíble 6

The Incredible 6 project is located in the El Callao Gold District, 10 km northeast of the Choco mill. Previous work at Incredible 6, including geochemistry, geophysics trenching, and drilling has outlined a series of gold targets. The main g gold zones (Culebra, Cristina, Elisa, and Olga) are contained within a 4.5 km long and 1.0 km wide east t-west trending shear zone, which crosses the cen ntral portion of the project.

Yuruan

The Yuruan project is located 45 kilometers south of El Dorado. Drilling has been completed designed to evaluate the possibility of outlining additional gold resources for the Emilia Mill and/or the possibility of a “stand alone” project.

Minoro

In Honduras, the Company holds th he mineral rights to the 10,000 hectare Minoro project.

El Callao

The El Callao mineral properties we ere acquired from Gold Fields on November 30, 20077 and consist of ten titles covering 41,544 hectares, seven of these titles; Choco 1, 2, 6, 9, 12, 13 and Incredible 16 are located within the central portion of the El Callao district with the remaining three titles; Bochinche Zero, 1 and 2 located 40 km to the north-east.

Other Bolivar State Projects

During 2006, the Company acquired the Oro88 concessions, which are located in the K Km88 district, from a significant shareholder and director of the Company. The acquisition of these conc cessions has been recorded at their cost to the related party transferor ($232,652) and has been included in “Other Properties”. The Company agree ed to pay $5,000,000 for the Oro88 concessions and as such, the $232,652 cost of the concessions h has been recorded as acquisition costs with the balance of $4,767,348 recorded as a reduction to contributed surplus.

The Incredible 14 Project is located 1 15 kilometers northwest of the Choco Mine.

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