Pacific Booker Minerals Inc. (Form: 20FR12G, Received: 07/22/2005 17:26:57)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

___

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended_________________

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from __________ to _______________

Commission file number: _______

Pacific Booker Minerals Inc.

(Exact name of Registrant as specified in its charter)

British Columbia

(Jurisdiction of incorporation or organization)

#1702-1166 Alberni Street, Vancouver, B.C. V6E 3Z3, Canada

(Address of principal executive offices)

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

Title of each class Name of each exchange on which registered

N/A N/A

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

Common Stock, No Par Value

(Title of Class)

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

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:

5,144,259

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. __ Yes __ No X N/A

Indicate by check mark which financial statement item the registrant has elected to follow.

x Item 17 _ Item 18

Page 1 of 108

Index to Exhibits on Page 63

Pacific Booker Minerals Inc.

Form 20-F Registration Statement

Table of Contents

	Part I		Page

Item 1.		Identity of Directors, Senior Management and Advisors		7
Item 2.		Offer Statistics and Expected Timetable		7
Item 3.		Key Information		8
Item 4.		Information on the Company		16
Item 5.		Operating and Financial Review and Prospects		28
Item 6.		Directors, Senior Management and Employees		37
Item 7.		Major Shareholders and Related Party Transactions		42
Item 8.		Financial Information		43
Item 9.		The Offer and Listing		43
Item 10.		Additional Information		48
Item 11.		Quantitative and Qualitative Disclosures about Market Risk		62
Item 12.		Description of Other Securities Other Than Equity Securities		62

		PART II


Item 13.		Defaults, Dividend Arrearages and Delinquencies		62
Item 14.		Material Modifications to the Rights of Security Holders and Use of Proceeds		62
Item 15.		Controls and Procedures		62
Item 16.		Reserved		62
Item 16A.		Audit Committee Financial Expert		63
Item 16B.		Code of Ethics		63
Item 16C.		Principal Accountant Fees and Services		63
Item 16D.		Exemptions from Listing Standards for Audit Committees		63
Item 16E.		Purchase of Equity Securities by the Issuer and Affiliated Purchasers		63

		Part III

Item 17.		Financial Statements		63
Item 18.		Financial Statements		63
Item 19.		Exhibits		63

METRIC EQUIVALENTS

For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:

To Convert from Metric	To Imperial	Multiply by

Hectares	Acres	2.471
Meters	Feet (ft.)	3.281
Kilometers (km)	Miles	0.621
Tonnes	Tons (2000 pounds)	1.102
Grams/tonne	Ounces (troy/ton)	0.029

Glossary of Terms

Alteration – any change in the mineral composition of a rock brought about by physical or chemical means.

Andesite - A dark-colored, fine-grained extrusive rock that, when porphyritic, contains phenocrysts composed primarily of zoned sodic plagioclase and one or more of the mafic minerals.

Argillite - A compact rock, derived either from mudstone or shale.

Assaying - laboratory examination that determines the content or proportion of a specific metal (ie:silver) contained within a sample. Technique usually involves firing/smelting.

Biotite - a common rock-forming mineral in crystalline rocks, either as an original crystal in igneous rocks or as a metamorphic product in gneisses and schists.

Bornite – A copper ore found in hypogene and contact metamorphic deposits and mafic rocks.

Breccia - A rock in which angular fragments are surrounded by a mass of fine-grained minerals.

Bulk Sample – A collection of representative mineralized material whose location, geologic character and metal assay content can be determined and then used for metallurgical or geotechnical testing purposes.

Chalcopyrite - A sulphide mineral of copper and iron.

Clastic - Fragments of minerals and rocks that have been moved individually from their places of origin.

Core Samples - the cylindrical form of rock called “core” that is extracted from a diamond drill hole. Mineralized sections are separated and these samples are sent to a laboratory for analysis.

Diamond Drilling – a type of rotary drilling in which diamond bits are used as the rock-cutting tool to produce a recoverable drill core sample of rock for observation and analysis.

Diorite - An intrusive igneous rock.

Disseminated – where minerals occur as scattered particles in the rock.

Dyke - A tabular igneous intrusion that cuts across the bedding or foliation of the country rock.

Epithermal – low temperature hydrothermal process or product.

Exploration – work involved in searching for ore, usually by drilling or driving a drift.

Fault – a fracture or break in rock along which there has been movement.

Feasibility Study – is a definitive study of the viability of a mineral project by a qualified professional which defines: (1) mining methods, pit configuration, mine scheduling, mine equipment and all related costing, (2) method of mineral processing and all related plant, equipment and costing, (3) necessary determination of all infrastructure required and relevant costs and (4) all requirements of government and markets for mine operation. A definitive financial analysis of the mineral project taking into consideration all relevant factors, which will establish the presence of a Mineral Reserve and the details of its economic viability.

Felsic – an adjective describing an igneous rock having mostly light colored minerals and rich in silica, potassium and sodium.

Fire Assay - The assaying of metallic minerals by use of a miniature smelting procedure with various agents.

Galena - A lead and silver ore that occurs in hydrothermal veins and as replacement deposits in sedimentary rocks.

Geochemistry - The study of the chemical properties of rocks.

Geophysical Survey - A scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.

Graben – A depressed crustal unit or block that is bounded by faults on its long sides.

Grade – The metal content of rock with precious metals, grade can be expressed as troy ounces or grams per tonne of rock.

Greywacke - a dark gray, firmly indurated, coarse-grained sandstone that consists of poorly sorted, angular to subangular grains of quartz and feldspar, with a variety of dark rock and mineral fragments embedded

Hornblende - A felsic plutonic rock.

Horst - An uplifted crustal unit or block that is bounded by faults on its long sides.

Igneous – a primary type of rock formed by the cooling of molten material.

Indurated - rock or soil hardened or consolidated by pressure, cementation, or heat.

Intrusion; Intrusive – molten rock that is intruded (injected) into spaces that are created by a combination of melting and displacement.

Lapilli - Pyroclastics that may be essential, accessory, or accidental in origin, of a size range that has been variously defined within the limits of 2 mm and 64 mm.

LT - long tons.

Mafic - Igneous rocks composed mostly of dark, iron-and magnesium-rich minerals.

Magnetite - An iron ore that occurs in banded iron formations and as an accessory mineral in many igneous rocks.

Marcasite - An iron pyrite that is bronze-yellow to white and is a supergene mineral from acid solutions.

Mineralization - occurrences of minerals, which may have an economic value.

MLT - thousands of long tons.

Metallurgy – the study of the extractive processes which produce minerals from their host rocks.

Metallurgical Tests - are scientific examinations of rock/material to determine the optimum extraction of metal contained. Core samples from diamond drill holes are used as representative samples of the mineralization for this test work.

Mineral – a naturally formed chemical element or compound having a definitive chemical composition and, usually a characteristic crystal form.

Mineralization – a natural concentration in rocks or soil of one or more metalliferous minerals.

Net Smelter Return Royalty/ NSR Royalty – A phrase used to describe a royalty payment made by a producer of metals based on gross metal production from the property, less deduction of certain limited costs including smelting, refining, transportation and insurance costs.

Phenocryst - A term for large crystals or mineral grains floating in the matrix or groundmass of a porphyry.

Plagioclase - Any of a group of feldspars containing a mixture of sodium and calcium feldspars.

Plug - A vertical, pipelike body of magma that represents the conduit to a former volcanic vent.

Pluton - A body of igneous rock that formed beneath the surface by crystallization of magma.

Porphyritic - the texture of an igneous rock in which larger crystals (phenocrysts) are set in a finer-grained groundmass, which may be crystalline or glassy or both.

Porphyry - Any igneous rock in which relatively large crystals, are set in a fine-grained groundmass.

Prefeasability Study – is a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and where an effective method of mineral processing had been determined. This Study must include a financial analysis based on reasonable assumptions of technical engineering, operating, and economic factors, which are sufficient for a Qualified Person acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.

Pyrite - an iron sulphide mineral (FeS ₂ ), the most common naturally occurring sulphide mineral.

Pyroclastic - Produced by explosive or aerial ejection of ash, fragments, and glassy material from a volcanic vent. Applied to the rocks and rock layers as well as to the textures so formed.

Pyrrhotite - A bronze-colored, often magnetic iron sulphide mineral.

Quartz – crystalline silica; often forming veins in fractures and faults within older rocks.

Reclamation - Restoration of mined land to original contour, use, or condition.

Resource – a concentration of mineral material in such form and amount that economic extraction of a commodity from the concentration is currently or potentially feasible. Locations, grade, quality or quantity are estimated from specific geologic evidence.

Reverse Circulation Drilling (RC) – a drilling method used in geological appraisals whereby the drilling fluid passes inside the drill stem to a down-the-hole percussion bit and returns to the surface outside the drill stem carrying the drill chip samples.

Sedimentary - Formed by the deposition of sediment or pertaining to the process of sedimentation.

Sediments - 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.

Shale - A fine-grained sedimentary rock formed by the consolidation, particularly by compression, of clay, silt, or mud.

Showing - Surface occurrence of mineral.

Siltstone – An indurated silt having the texture and composition of shale but lacking its fine lamination or fissility; a massive mudstone in which the silt predominates over clay.

Sphalerite – A zinc sulphide that occurs with galena in veins and irregular replacement in limestone.

Stockwork - A mineral deposit consisting of a three-dimensional network of planar to irregular veinlets close enough that the entire mass can be mined.

Stratigraphy – the sequence of bedded rocks in a particular area.

Talus - Rock fragments derived from and lying at the base of a cliff or slope, or the accumulated mass of such loose broken rock.

Tonne – A metric ton, or 2,204 pounds.

Trenching - the process of exploration by which till is removed from a trench cut from the earth’s surface.

Tuff - A general term for all consolidated pyroclastic rocks.

Vein – a thin, sheet-like, crosscutting body of hydrothermal mineralization, principally quartz.

Volcanics – those originally molten rocks, generally fine grained, that have reached or nearly reached the Earth’s surface before solidifying.

Wacke - A dirty sandstone that consists of a mixed variety of angular and unsorted or poorly sorted mineral and rock fragments, and of an abundant matrix of clay and fine silt.

Waste – barren rock in a mine, or mineralized material that is too low in grade to be mined and milled at a profit.

Part I

Item 1. Identity of Directors, Senior Management and Advisors

Table No. 1

Company Directors and Officers

Name	Position	Business Address
William Deeks	Chairman and Director	2773 Coyote Place, Millers Pond Whistler, B.C. V0N 1B2

Gregory R. Anderson	President, CEO and Director	7608 East Cliff Road, Gold Canyon, AZ 85218

Michael Mews	Chief Financial Officer, Corporate Secretary, and Director	#1702 – 1166 Alberni Street, Vancouver, B.C. V6E 3Z3

John Joseph Plourde	Director	#1702 – 1166 Alberni Street Vancouver, B.C. V6E 3Z3

Erik Tornquist	Director	#1702 – 116 Alberni Street, Vancouver, B.C. V6E 3Z3

Mark Gulbrandson	Director	P.O. Box 240299 Apple Valley, MN 55124

William Webster	Director	8 Relmar Road Toronto, ON M5P 2Y5

The Company’s auditor is Davidson & Company LLP, Chartered Accountants, 1200 - 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1G6. Davidson & Company is a member of the Institute of Chartered Accountants of British Columbia and was appointed as auditors on November 29, 1999. The prior auditor was Deloitte Touche, Chartered Accountants. There were no disputes between the prior auditor and the Company.

The Company’s legal advisor is William Schmidt of Hemsworth, Schmidt, Barristers and Solicitors, Suite 430, 580 Hornby Street, Vancouver, British Columbia, Canada, V6C 3B6. Steven Taylor of A.B. Korelin & Associates, P.O. Box 995, Mercer Island, Washington, 98040, has provided assistance to management with the preparation and filing of this 20-F Registration Statement.

Item 2. Offer Statistics and Expected Timetable

Not Applicable

Item 3. Key Information

As used within this Registration Statement, the terms “Pacific Booker”, “the Company”, “Issuer” and “Registrant” refer collectively to Pacific Booker Minerals Inc, its predecessors, subsidiaries and affiliates.

SELECTED FINANCIAL DATA

The selected financial data of the Company for the Years Ended January 31, 2005, 2004, and 2003 were derived from the financial statements of the Company which have been audited by Davidson & Company LLP, Chartered Accountants, as indicated in its audit reports which are included elsewhere in this Registration Statement. The financial statements for the years ended January 31, 2002 and 2001 were also audited by Davidson & Company LLP, Chartered Accountants, but are not included herein.

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Registration Statement.

The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.

Table No. 2 is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 16 to the financial statements.

Table No. 2

Selected Financial Data

(CDN$ in 000, except per share data)


	3 Months	3 Months	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended	Ended	Ended
	4/30/05	4/30/04	1/31/05	1/31/04	1/31/03	1/31/02	1/31/01

Revenue	$0	$0	$0	$0	$0	$0	$0
Net Income (Loss)	($235)	($91)	($903)	($327)	($302)	($64)	($258)
Net Income (Loss) Per Share	($0.04)	($0.02)	($0.16)	($0.06)	($0.06)	($0.02)	($0.08)
Dividends Per Share	$0	$0	$0	$0	$0	$0	$0
Wtg. Avg. Shares (000)	6,150	5,468	5,714	5,087	4,694	4,114	3,384
Working Capital	($530)	$1,264	($456)	$166	$490	$5	$175
Mineral Properties	$18,620	$13,048	$18,072	$12,925	$11,932	$10,513	$8,739
Long-Term Debt	$0	$0	$1,500	$0	$0	$0	$0
Shareholder’s Equity	$16,679	$14,408	$16,207	$13,190	$12,523	$10,612	$9,308
Total Assets	$19,512	$14,725	$18,945	$13,649	$12,865	$11,260	$9,560
US GAAP Net Loss	N/A	N/A	($6,338)	($1,360)	($1,759)	($1,877)	($1,361)
US GAAP Loss Per Share	N/A	N/A	($1.11)	($0.27)	($0.37)	($0.46)	($0.40)
US GAAP Wtg. Avg. Shares	N/A	N/A	5,714	5,087	4,694	4,114	3,384
US GAAP Equity	N/A	N/A	($1,865)	$264	$591	$99	$568
US GAAP Total Assets	N/A	N/A	$872	$724	$933	$747	$820
US GAAP Mineral Properties	N/A	N/A	$0	$0	$0	$0	$0

•

All per share amounts have been adjusted for a 1 for 5 reverse split effective February 8, 2000.

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

Table No. 3 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent periods ended December 31 ^st , the average rates for the period, and the range of high and low rates for the period. Table No. 3 also sets forth the rate of exchange for the Canadian Dollar at the end of the six most recent months, and the range of high and low rates for these periods.

For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The table sets forth the number of U.S. dollars required under that formula to buy one Canadian Dollar. The average rate means the average of the exchange rates on the last day of each month during the period.

Table No. 3

Canadian Dollar/U.S. Dollar

	Average	High	Low	Close

Year Ended 12/31/04	$1.28	$1.40	$1.19	$1.20
Year Ended 12/31/03	$1.39	$1.58	$1.29	$1.29
Year Ended 12/31/02	$1.57	$1.61	$1.51	$1.52
Year Ended 12/31/01	$1.55	$1.60	$1.49	$1.59
Year Ended 12/31/00	$1.48	$1.56	$1.44	$1.50

Three Months Ended 6/30/04	$1.24	$1.27	$1.21	$1.23
Three Months Ended 3/31/04	$1.23	$1.26	$1.20	$1.21
Three Months Ended 12/31/04	$1.22	$1.24	$1.19	$1.20
Three Months Ended 9/30/04	$1.30	$1.34	$1.26	$1.26
Three Months Ended 6/30/04	$1.36	$1.40	$1.31	$1.34
Three Months Ended 3/31/04	$1.33	$1.35	$1.27	$1.31
Three Months Ended 12/31/03	$1.30	$1.35	$1.29	$1.29
Three Months Ended 9/30/03	$1.38	$1.41	$1.34	$1.35
Three Months Ended 6/30/03	$1.39	$1.48	$1.33	$1.36
Three Months Ended 3/31/03	$1.50	$1.58	$1.47	$1.47
Three Months Ended 12/31/02	$1.57	$1.59	$1.55	$1.58
Three Months Ended 9/30/02	$1.58	$1.60	$1.51	$1.59
Three Months Ended 6/30/02	$1.54	$1.60	$1.51	$1.52
Three Months Ended 3/31/02	$1.60	$1.61	$1.58	$1.60

June 2005	$1.24	$1.26	$1.23	$1.23
May 2005	$1.26	$1.27	$1.24	$1.25
April 2005	$1.24	$1.26	$1.21	$1.26
March 2005	$1.22	$1.25	$1.20	$1.21
February 2005	$1.24	$1.26	$1.23	$1.23
January 2005	$1.22	$1.24	$1.20	$1.24

The exchange rate was $1.23 on June 30, 2005.

Forward Looking Statements

Certain Statements presented herein are forward-looking statements which may include conclusions of prefeasibility and feasibility studies, estimates of future production, capital and operating costs, prices of silver and gold and other known and unknown risks. These and other factors and uncertainties may cause material differences from future results as expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include but are not limited to the risks involved in the exploration, development and mining business.

Statement of Capitalization and Indebtedness

Table No. 4

Statement of Capitalization and Indebtedness

Designation of Security	Amount Authorized	Amount Outstanding as of July 1, 2005

Common Shares	100,000,000	6,281,789 shares
Common Share Purchase Warrants		1,202,716 warrants
Common Share Options		600,000 options
Long Term Debt		$0
Long Term Liabilities		$1,500,000

Risk Factors

An investment in the Common Shares of the Company must be considered speculative due to the nature of the Company’s business and the present stage of exploration and development of its non producing mineral properties. In particular, the following risk factors apply:

Risks Associated with Mineral Exploration

The Company is Involved in the Resource Industry which is Highly Speculative and has Certain Inherent Exploration Risks which Could have an Negative Effect on the Company

Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

All of the Company’s Mineral Properties are at the Exploration Stage and all of the Company’s Exploration Expenditures May Be Lost

The Company is at the exploration stage on all of its properties and substantial additional work will be required in order to determine if any economic deposits occur on the Company’s properties. Mineral Exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.

The Company Has No Known Reserves and No Economic Reserves May Exist on Its Properties

Despite exploration work on its mineral claims, no known bodies of commercial ore or economic deposits have been established on any of the Company’s mineral properties. Finding mineral deposits is dependent on a number of factors, not the least of which is the technical skill of exploration personnel involved. Even in the event commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices. Most of these factors are beyond the control of the entity conducting such mineral exploration. The Company is an exploration stage company with no history of pre-tax profit and no income from its operations. Even if the Company’s properties are brought into production, operations my not be profitable.

The Company Has Not Surveyed Any of Its Properties and the Company Could Lose Title to Its Properties

The Company has only done a preliminary legal survey of the boundaries of any of these properties, and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. The Company has not obtained formal title reports on any of its properties and title may be in doubt. If title is disputed, the Company will have to defend its ownership through the courts. In the event of an adverse judgment, the Company would lose its property rights.

The Mining Industry is Highly Competitive

The Company will be required to compete in the future directly with other corporations that may have greater resources. Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company’s operations.

Mineral Operations are Subject to Market Forces Outside of the Company’s Control

The marketability of minerals is affected by numerous factors beyond the control of the entity involved in their mining and processing. These factors include market fluctuations, government regulations relating to prices, taxes royalties, allowable production, import, exports and supply and demand. One or more of these risk elements could have an impact on costs of an operation and if significant enough, reduce the profitability of the operation and threaten its continuation.

The Company is Subject to Substantial Government Regulatory Requirements

The Company’s exploration operations are affected to varying degrees by government regulations relating to resource operations, the acquisition of land, pollution control and environmental protection, safety, production and expropriation of property. Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations. Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment. The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine safety.

Currently, the Company’s Canadian properties are subject to the jurisdiction of the federal laws of Canada and the provincial laws of British Columbia.

On the Federal and Provincial level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Company’s financial position and operations.

The Company is Subject to Substantial Environmental Requirements

In connection with its operations and properties, the Company is subject to extensive and changing environmental legislation, regulation and actions. The Company cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. The recent trend in environmental legislation and regulation generally is toward stricter standards and this trend is likely to continue in the future. The recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands. These regulations may require obtaining permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands lying within wetland areas, area providing for habitat for certain species or other protected areas. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect the Company’s results of operations and business, or may cause material changes or delays in the Company’s intended activities.

Currently, the Company has $72,500 on deposit as a reclamation bond for exploration work and site disturbance at the Hearne Hill Property. These allocated funds have been deposited for the benefit of the Province of British Columbia until released upon approval from the Province after all necessary reclamation work at Hearne Hill has been performed. If the reclamation is more prolonged and requires funds in addition to those already allocated, Pacific Booker could be forced to pay for the extra work and it could have a significant negative impact upon the Company’s financial position and operations.

Financing Risks

The Company is Likely to Require Additional Financing which Could Result in Substantial Dilution to Existing Shareholders

The Company, while engaged in the business of exploiting mineral properties, has sufficient funds to undertake its planned current exploration projects. The Company is currently preparing a Full Feasibility Study at its Morrison/Hearne Hill project at an estimated cost of $5,800,000 which will require additional financing to complete. The Company has also entered into a purchase agreement with Noranda for acquisition of a 100% interest in the Morrison property which will require additional financing of $2,500,000 to meet the obligations under the agreement. If the Feasibility Study is positive and the acquisition of a 100% interest is completed, the Company will require further financing to develop the Morrison/Hearne Hill project and to place it into commercial production. The exploration of the Company’s mineral properties is, therefore, dependent upon the Company’s ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all. Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Company’s mineral properties, as well as the possible loss of such properties. Any transaction involving the issuance of previously authorized but unissued shares of common or preferred stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.

The Company Has a History of Net Losses and Expects Losses to Continue for the Foreseeable Future

The Company has had a history of losses and there is no assurance that it can reach profitability in the future. The Company will require significant additional funding to meet its business objectives. Capital will need to be available to help maintain and to expand exploration on the Company’s Morrison Property. The Company may not be able to obtain additional financing on reasonable terms, or at all. If equity financing is required, as expected, then such financings could result in significant dilution to existing shareholders. If the Company is unable to obtain sufficient financing, the Company might have to dramatically slow exploration efforts and/or lose control of its projects. The Company has historically obtained the preponderance of its financing through the issuance of equity, there is no limit to the number of authorized common shares, and the Company has no current plans to obtain financing through means other than equity financing.

The Company has a Current Deficit and a Lack of Cash Flow to Sustain Operations and Does Not Expect to Begin Receiving Operating Revenue in the Foreseeable Future

As of January 31, 2005, the end of the Company’s most recent fiscal year, the Company had a current deficit of $4,854,916. None of the Company’s properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations. The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. Historically, the only source of funds available to the company has been through the sale of its common shares and convertible debt instruments. Any future additional equity financing would cause dilution to current stockholders. If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.

Risks Relating to an Investment in the Securities of the Company

The Market for the Company’s Stock has Been Subject to Volume and Price Volatility which Could Negatively Effect a Shareholder’s Ability to Buy or Sell the Company’s Shares

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (ie, mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry. In particular, market demand for products incorporating minerals in their manufacture fluctuates from one business cycle to the next, resulting in change of demand for the mineral and an attendant change in the price for the mineral. The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors. In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies. For these reasons, the shares of the Company’s common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control. Further, despite the existence of a market for trading the Company’s common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.

Certain Officers and Directors May Have Conflicts of Interest

Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other natural resource companies. While the Company was engaged in the business of exploiting mineral properties, such associations may have given rise to conflicts of interest from time to time. The Directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

The Company Could be Deemed a Passive Foreign Investment Company Which Could have Negative Consequences for U.S. Investors

The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States tax code. If the Company is declared a PFIC, then owners of the Company’s Common Stock who are U.S. taxpayers generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s shares. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.

U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against The Company or Its Directors, Controlling Persons and Officers

It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in Canada under the laws of British Columbia. The majority of the Company’s directors and officers are residents of Canada and all of the Company’s assets and its subsidiaries are located outside of the United States. Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.

Broker-Dealers May Be Discouraged From Effecting Transactions In Our Common Shares Because They Are Considered Penny Stocks And Are Subject To The Penny Stock Rules

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD broker-dealers who make a market in "a penny stock". A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the US Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

As a “Foreign Private Issuer”, the Company is Exempt From the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data. The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

Item 4. Information on the Company

DESCRIPTION OF BUSINESS

Introduction

The Company’s executive office is located at:

#1702-1166 Alberni Street, Vancouver, B.C. V6E 3Z3 Canada

Telephone: (604) 681-8556

Facsimile: (604) 687-5995

E-Mail: info@pacificbooker.com

Website: www.pacificbooker.com

The Contact persons in Vancouver are Michael Mews, Chief Financial Officer, and John Plourde, Director.

The Company currently leases its executive offices in Vancouver The lease covers approximately 1,966 square feet and runs through April 30, 2006. The terms of rent are as follows:

February 1, 2005 to January 31, 2006	$27,524 per year plus operating costs and taxes (estimated to be $51,254 total)
February 1, 2006 to April 30, 2006	$6,881 for period plus operating costs and taxes (estimated to be $12,813 total)

The Company is contractually obligated to pay for the operating costs for the office space. Such costs are the actual day to day costs of operating and maintaining the office space. The premises are considered adequate for the Company’s needs for the foreseeable future. No renewal terms for the lease are specified.

The Company's fiscal year ends January 31 ^st .

The Company's common shares trade on the TSX Venture Exchange under the symbol "BKM".

The authorized share capital of the Company consists of 100,000,000 common shares. As of January 31, 2005, the end of the most recent fiscal year, there were 6,008,789 common shares issued and outstanding.

Corporate Background

The Company was originally incorporated under the Company Act of British Columbia under the name of Booker Gold Explorations Ltd. on February 18, 1983. On February 8, 2000, the Company conducted a 1 for 5 reverse split and changed its name to Pacific Booker Minerals Inc. At the Company’s Annual General Meeting held on July 16, 2004, shareholder’s approved new Articles of Incorporation under the new British Columbia Business Corporations Act which replaced the Company Act of British Columbia .

The Company presently has no subsidiaries.

Currently, the Company conducts all of its operations Canada and all of its assets are located in Canada.

History and Development of the Business

Since inception, the Company has been involved in mineral exploration. The majority of the Company’s efforts since inception have been conducted on properties in Canada, particularly the Morrison/Hearne Hill copper/gold project. The Company originally entered into an option agreement to earn a 100% interest in the Hearne Hill property in December, 1992, subject to a 4% Net Smelter Royalty (“NSR”). The Company has met the option requirements and currently has a 100% interest in Hearne Hill, subject to the 4% NSR. In October 1997, the Company optioned the adjacent Morrison Property from Noranda. The Noranda option agreement allows the Company to earn a 50% interest in the Morrison Property upon the expenditure of $2,600,000 on exploration over five years and delivery of a bankable feasibility study. If Noranda decides not to proceed with development of the Morrison Property, the Company can acquire a 100% interest (subject to a 3% NSR) in the property. The Company has met the expenditure requirement under the Noranda agreement and a Full Feasibility Study is currently underway.

In April 2004, the Company announced that it had signed a purchase agreement with Noranda on the Morrison property whereby Pacific Booker can acquire a 100% interest in the property by paying Noranda $3,500,000 cash over 36 months and issuing to Noranda 250,000 common shares and 250,000 warrants, as well as 250,000 additional common shares upon commencement of commercial production. The agreement would replace the October 1997, but is subject to approval by the TSX Venture Exchange.

Since the acquisition of the Hearne Hill/Morrison project in 1992, the Company has concentrated its efforts on exploring the project and initiated a Full Feasibility Study in January, 2004.

In 1995, the Company acquired 100% interests in the Copper and CUB mineral claims located near the Hearne Hill/Morrison project. In 1999, the Company acquired a 100% interest in the Bingo mineral exploration project in Argentina and signed a letter of intent with Sun State Resources who can earn a 75% interest in the project by incurring $230,000 in exploration costs before June 8, 2004 and issuing 100,000 common shares to the Company before June 8, 2002. Sun State did not issue the required shares and has not earned an interest in the Bingo property. During Fiscal 2004, management decided to not continue with the Bingo claims; Therefore, during the year, the acquisition and deferred exploration costs were written off.

Business Overview

All of the Company’s operations are located in Canada and Argentina. The Company and all of its properties are at the exploration stage. There is no assurance that a commercially viable mineral deposit is present on any of the Company’s properties, and additional exploration is required before it is determined if any property is economically and legally viable.

Operations are not seasonal as the Company can conduct exploration at certain of its properties year-round. To date, the Company’s revenue has been limited to interest on its cash balances and therefore it is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes. The Company’s operations are dependent upon mining exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties. Please see the individual property descriptions below for the details of each of the Company’s mineral exploration projects.

The mineral exploration operations of the Company are subject to regulation by several government agencies at the Federal, Provincial and local levels. These regulations are well documented and a fundamental aspect of operations for any resource company in Canada. Management believes it is in compliance with all current requirements and does not anticipate any significant changes to these regulations which will have a material effect on the Company’s operations.

Mineral Properties

The Company currently operates in the mineral exploration sector. All of the Company’s properties are located in British Columbia, Canada and are at the exploration stage. Currently, the Company’s only active project is the Morrison/Hearne Hill project in British Columbia. The individual mineral properties are described below.

Hearne Hill/Morrison Project

The Hearne Hill/Morrison Project consists of two adjacent properties, Hearne Hill and Morrison. The Project is a copper/gold exploration project and cover an area of approximately 65 square kilometers in British Columbia, Canada. The Company has a 100% interest in the Hearne Hill property, subject to a 4% NSR, while Morrison is subject to a purchase agreement between the Company and Noranda where the Company can acquire a 100% interest in the Morrison property.

The project is at the exploration stage and does not contain proven mineral reserves.

Location and Access

The project is located in the Omineca District approximately 65 kilometers northeast of the town of Smithers in the Babine Lake region of north-central portion of British Columbia, Canada. The project lies 30 kilometers north of the town of Granisle which was originally built to service several mines in the area. Access is via paved British Columbia Provincial Highway 321 from Topley to Granisle to Michelle Bay, then by barge across Babine Lake to Nosebay. A network of logging roads provides access to the Morrison Project approximately 38 kilometers from the barge landing.

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How Acquired

The Hearne Hill property was originally acquired by the Company in 1992. The Company agreed to purchase a 100% interest in the Hearne Hill claims from three arms-length individuals under the following terms:

$60,000 in total option payments;

$100,000 in royalty payments per year;

Issuance of 40,000 common shares in 4 tranches of 10,000 shares each as certain milestones were met.

All payments have been made and all the common shares have been issued. The Company currently has a 100% interest in the property, subject to a 4% NSR to the vendors and required royalty payments of $100,000 per year. The annual royalty payments may offset any net smelter royalty obligations, and the NSR may be purchased by the Company for a cash payment of $2,000,000 at any time.

On the Morrison property, the Company originally signed an agreement with Noranda Mining and Exploration Inc. (“Noranda”) dated October 22, 1997. Under the agreement, Pacific Booker can earn a 50% interest in the Morrison claims by spending $2,600,000 over a period of five years and delivery of a bankable feasibility study by October 31, 2003. If Pacific Booker has met the expenditure requirement, Noranda may, under the agreement and upon receipt of a written request from Pacific Booker, extend the date for completion and delivery of the bankable feasibility study for up to an additional two years. The agreement with Noranda also allowed the Company to recover from Noranda 15% of its total exploration expenditures on the Morrison Property in order to offset additional overhead and administration costs associated with financing and administration of the exploration program.

In April 2004, the Company announced that it had signed a new purchase agreement with Noranda Inc. regarding the Morrison Property which would replace the original agreement signed in October 1997 as described above. Under the agreement, the Company would acquire a 100% interest in the project from Noranda in exchange for the payment of $3,500,000 cash and issuance of 250,000 common shares and 250,000 common share purchase warrants under the following schedule:

Cash Amount	Due Date of Payment

$1,000,000	Within 60 days of signing the Agreement (Paid)
$1,000,000	18 months from the date of the signing of the Agreement
$1,500,000	36 months from the date of the signing of the Agreement

In addition to the cash payments, the Company issued Noranda 250,000 common shares and 250,000 warrants exercisable until June 5, 2006 at an exercise price of $4.05.

Upon Commencement of any commercial production from the property, the Company must issue to Noranda an additional 250,000 common shares. If at the time of issuance the Company’s common share price is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the value of the 250,000 common shares issued. This amount is figured by the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.

If the Company is unable to comply with the terms of the above agreement, it will be required to execute a re-transfer of its interest in the project to Noranda which would result in Noranda holding a 100% interest in the Morrison claims.

Regional Geology

The properties are situated on the northern edge of the Skeena Arch in a region underlain by volcanic, clastic and epiclastic rocks. This sequence of rocks has been cut by a northwest trending series of faults that have created a long linear sequence of horsts and grabens. The rocks have been intruded by a variety of intermediate to felsic stocks, plugs and dykes of Eocene age.

During the Tertiary-Eocene period, Biotite Feldspar Porphyry (“BFP”) plugs and stocks of the Babine Igneous Suite were emplaced along major faults in a continental magmatic arc. Porphyry copper deposits in the area are temporally and spatially associated with the Babine Igneous Suite intrusions.

Property Geology – Hearne Hill

The property is underlain by volcanic rocks of the Lower to Middle Jurassic Hazelton Group rocks which are intruded by porphyritic rocks in a series of northeasterly trending dykes. The intrusive composition is that of diorite or quartz diorite. Several phases of intrusions are known, including some post mineral dykes.

Chalcopyrite, bornite and molybdenite occur as fracture fillings and disseminations in the biotite feldspar porphyry and the surrounding wallrock. The mineralization is due to a large porphyry copper system. The erratic nature of the copper distribution is caused by late stage intrusions. The volcanic rocks, in contrast to the late stage BFP, are higher in grade.

There are two known bodies of mineralized breccia. The southern body, known as the Chapman zone, has been known for several years, and the northern body, known as the Peter Bland zone, was found by Pacific Booker during its 1995 drill program. These are dilational zones of brecciation which are surrounded by areas of fracturing which carry high grade mineralization. Gold is enriched in the breccia relative to the stockwork mineralization.

The breccias in the Bland zone are also related to a principal fracture system which dips steeply to the east. As in the Chapman zone, copper/gold/silver mineralization occurs infilling what were originally voids between the breccia casts, but areas of high grade fracture filling mineralization also occurs in altered volcanic rocks in close proximity to the breccia zones. The width of the enriched core of the Hearne Hill porphyry system averages approximately 50 meters at surface and appears to widen at depth.

Property Geology - Morrison

The Morrison copper-gold porphyry deposit is an elongated 600 by 1,500 m long northwesterly-trending deposit. The main BFP pluton at Morrison is a faulted plug, with nearly vertical contacts, which occupies a northwesterly oriented elliptical area. The Morrison plug is known to contain a large number of phases of BFP. There are numerious offshoots of the plug, many of which are northerly trending dykes or sills. The offshoots vary in width from less than 1 meter to greater than 500 meters.

The mineralization at Morrison occupies the central part of a major graben that is a component of the regional northwesterly trending block-fault system of the Babine area. The western bounding fault is believed to be along Morrison Lake, and the eastern fault is about 0.8 kilometers east of the property. The most prominent structure at Morrison is the north-northwest trending East Fault, which bisects the BFP plug and copper zone. The Morrison copper zone conforms to the shape of the BHP plug and is disrupted by the East and West faults. The copper zone is defined by external and internal boundaries that mark the limits of lithologic units with copper content consistently greater than 0.2% copper. In most places, the external boundary is relatively sharp and copper content declines outward to less than 0.1% copper within about 40 meters. The low-grade core averages between 0.15-0.2% copper. All copper sulphides are primary, with chalcopyrite the main copper-bearing mineral. A pyrite halo is developed in the chlorite-carbonate altered wallrock that spatially bounds the copper zone. Copper mineralization is weakly developed in the pyrite halo.

Previous Exploration History

The Morrison Lake area was first explored for minerals in the early 1960’s. Regional stream sediment sampling in 1962 by Noranda Exploration Ltd. led to the discovery of the Morrison deposit in 1963. Between 1963 and 1973, Noranda conducted exploration at Morrison and drilled 95 diamond holes. By 1968, a sub-economic copper deposit had been outlined at Morrison that consisted of two zones. The zones are immediately northwest and southeast of a small central pond, and their positions correspond closely to strong geochemical and magnetic anomalies. Geological mapping done in 1963 and 1967 indicated the possibility that the two zones might be part of a single faulted deposit. Drilling in 1970 to test the central areas succeeded in joining the portions of the faulted copper zone. In total, Noranda drilled 95 diamond drill holes totaling 13,893 meters.

After the discovery of Morrison as well as two other copper/gold deposits further south along Morrison Lake, other mineral exploration companies arrived in the area. Tro-Buttle Exploration undertook a large scale soil sampling and magnetometer survey east of Morrison Lake on Hearne Hill. In 1967, while excavating a bulldozer trench on the most prominent anomaly on the western flank of Hearne Hill, a 1.5 meter boulder of brecciated rock cemented with chalcopyrite was unearthed. Based upon that discovery, Texas Gulf Sulphur optioned the property that year and undertook a systematic geological assessment of Hearne Hill. The program included 12 diamond drill holes totaling 1942 meters. Although drilling intersected only a small section of mineralized breccia, a low-grade porphyry deposit was partially delineated. As the copper grades were considered sub-economic, Texas Gulf declined to pay a large option payment and returned the property to Tro-Buttle in early 1968. Canadian Superior Exploration then acquired an option on the property and performed magnetometer, IP, geological and geochemical surveys, followed by a percussion drill program in 1969. Results were not sufficient for either Canadian Superior or Tro-Buttle to maintain the property, and the property reverted back to the government.

Following the completion of the 1973 drill program, Noranda conducted no further field work at Morrison, although pit design studies were conducted in 1988 and 1990 in order to determine if the deposit could economically supply feed to the operating mill at its Bell Mine located approximately 15 kilometers south. Noranda determined that the deposit would not be economical to mine and process at Bell at that time.

No exploration was conducted at Hearne Hill from 1969 to 1989. In 1989, prospectors Chapman and Bland staked the property and optioned it to Noranda as part of Noranda’s search for additional ore for processing at the Bell Mine. Noranda conducted an exploration program on Hearne Hill including a small diamond drill program which succeeded in discovering a small breccia pipe, but the potential copper and gold resource did not meet Noranda’s current requirements and the property option was dropped in 1990. Chapman and Bland continued to explore the property on their own and continued to drill the breccia pipe. Results were good, and the property holders were in the process of permitting the property for production when Noranda closed the Bell Mine in April 1992.

Current Project Status and Planned Work

In December 1992, Pacific Booker optioned the Hearne Hill property. In 1993, the Company began its exploration at Hearne Hill with a magnetometer survey, geological mapping, trenching and follow-up percussion drilling. From 1993 to 1997, the Company completed several phases of exploration on the property, including drilling 143 diamond drill holes. The Company was successful in discovering the higher-grade Chapman and Bland zones, as well as the lower grade porphyry envelope. In 1997, the Company engaged Giroux Consultants to prepare a preliminary resource estimate for the project. Additional drilling will be necessary in order to upgrade the indicated resource to the Proven category for a feasibility study on the economics of the property. Since 1997, Pacific Booker has concentrated most of its exploration efforts on the adjacent Morrison property. From acquisition to October 31 2003, the end of the most recent fiscal quarter, the Company has expended $7,349,808 on acquisition and exploration at Hearne Hill.

The Company acquired an option to acquire 50% of the adjacent Morrison property in 1997. The Company initiated Phase I exploration shortly after finalizing the option agreement. Work including a property wide geochemical survey, trenching, mapping, and diamond drilling was conducted from 1997 to July 2000. Eleven diamond drill holes of large size NQ core were used to confirm and validate Noranda’s previous work as well as to test and define the mineralization at depth. Based upon the results of the Phase 1 program, the Company initiated Phase 2 of exploration, which included the drilling of 12 additional diamond drill holes in order define the configuration and potential economic limits of the deposit. The Company also completed an IP survey over the northwest sector of the deposit area to search for possible extensions to the known deposit and to possibly define the boundary between the copper zone and the pyrite halo.

In 2001, the Company initiated Phase III exploration at Morrison. The program was designed to delineate the deposit both laterally and to depth by completing a series of diamond drill holes at 60-meter centers. The program was also designed to determine the copper and gold distribution of the deposit and identify potentially higher grade zones of mineralization in order to complete a resource study of the deposit and provide data for a full feasibility study. From June 2001 to July 2002, the Company drilled 58 holes totaling 15,284 meters. The review of the prior work conducted by Noranda as well as the 3 exploration phases conducted by Pacific Booker has allowed the Company to identify three main zones of mineralization for the deposit. These are the Central, Southeast and Northwest Zones.

The Central Zone forms the main segment of the Morrison deposit. It is largely bounded by the East and West Faults with part of the southwesterly margin of the zone conforming to the transitional contact with the pyrite halo. The Phase III drilling defined and confirmed three significant copper-gold mineralization domains within the Central Zone. Drilling has confirmed the dimensions, configuration and continuity of higher grade copper and gold domains within the Central Zone.

The Southeast Zone occurs as a 300 m wide semi-circular-shaped zone east of the East Fault. The copper-gold mineralization abruptly weakens along the eastern margin where it transitionally changes to the pyrite halo style of mineralization. The zone remains open to the south.

The Northwest Zone is interpreted as an apparent faulted off-set of the Central Zone and lies west of the West Fault and is bounded by the pyrite halo to the west. The zone is 75 by 400 meters long and drilling to date extends the zone to a depth of 170 meters.

Several areas of mineralization at the Morrison deposit remain open and require additional drilling to test for extensions or further definition. These include southern and southeastern portions of the deposit, where mineralization remains open and the boundaries of the copper/gold mineralization remain undefined; and at depth, where drill hole MO-99-04, the deepest drilled on the property to date, ended in mineralization at a depth of 454.46 meters. There are also several areas of interest on the property around the main Morrison deposit which have also been identified for drilling to test for possible satalitic mineralization, particularly to the northwest and southeast of the known mineralization.

The Phase III drill program succeeded in substantially delineating the Morrison deposit. The Company engaged SNC Lavalin of Toronto, Ontario, to prepare a scoping study for Morrison which included a geostatistical block model and a resource estimate. Snowden Mining Industry Consultants of Vancouver, British Columbia was engaged to incorporate SNC’s work into generating optimized pit designs and manual geological polygonal block models for further developing resource estimates for the Morrison deposit. Snowden completed and delivered its report to Booker’s management in early May, 2003.

Upon receipt of the Snowden Resource Estimation and Preliminary Pit Optimisation Study, Booker initiated a Feasibility Study on the Morrison property. The Study will include geotechnical, waste management and environmental studies, as well as studying potential waste and tailings sites. The feasibility study will also include a further 4000 meters of drilling to obtained geotechnical data as well as further delineate the higher grade mineralization in the central copper zone, explore mineralization to the south-east and close off the deposit to the north and south. Drilling began on the property on July 4. On September 16, 2003, the Company released assay results from 5 holes drilled along the known northern limits of the Morrison deposit and which management believes has successfully closed off the northern edge of the deposit.

Feasibility Study

In December 2003, the company engaged Beacon Hill Consultants to prepare a full feasibility study on the Morrison/Hearne Hill project. Beacon Hill estimates that the full study and related permitting will cost $5,800,000 and take 15-18 months to complete.

The study is currently underway. Beacon Hill has completed a draft of a Preliminary Assessment Report on the feasibility of the claims, and work is continuing to bring the draft report to the Final Feasibility Report. During the second half of 2004, work at the property site was primarily composed of environmental studies, including surface water quality sampling and flow rate monitoring, fish habitat studies, acid-rock drainage potential, and wildlife impact studies.

Fieldwork resumed in January 2005 after a winter break. 4 large diameter drill holes totaling 700 meters were drilled as part of the metallurgical test program. These holes were twinned from smaller holes drilled between 1998-2002 and were designed to obtain representative bulk samples of potential mill feed material. Process Research Associates of Vancouver has been retained to conduct the material test program which will include comminution and flotation tests on these samples in order to determine an optimal ore treatment process. Samples from these holes will also be used for testing by Asian smelting groups who have a potential interest in taking any production from the project, and tailings will be used for Acid Rock drainage studies.

Additional fieldwork during calendar 2005 will include a drill program for geotechnical studies within the proposed area of the open pit totaling 3,000 meters of core; and 40 test pits and 10 additional drill holes, totaling approximately 1000 meters, at the proposed Waste Disposal Site A, Site B, and the proposed Mill site for further geotechnical studies.

Copper and CUB Properties

The Copper and CUB properties are copper/gold exploration properties in British Columbia located in the Granisle area. The Copper property lies 2.5 kilometers south of the Hearne Hill property, while CUB adjoins Hearne Hill to the south.

The Company acquired a 100% interest in CUB in June 1995 in exchange for 100,000 common shares at a deemed price of $1.20 per share, or $120,000 total. The property is subject to a 3% NSR to the vendor. Pacific Booker may acquire up to 2% of the 3% NSR in 1% increments at $500,000 per 1% increment at any time.

The Company acquired a 100% interest in Copper in June 1995 in exchange for 100,000 common shares of the Company at a deemed price of $1.30 per share, or $130,000 total. The property is subject to a 3% NSR to the vendor. Pacific Booker may acquire up to 2% of the 3% NSR in 1% increments at $500,000 per 1% increment at any time.

Since acquisition, the Company has conducted no exploration on the Copper and CUB claims but maintains the properties in good standing due to their strategic location to its Hearne Hill/Morrison project. Any future exploration on the properties will be dependent upon exploration results at Hearne Hill and Morrison. As the Company has no current plans to conduct exploration on the Claims, the acquisition costs of the claims were written off during the year ended January 31, 2005.

Bingo Property

In November 1998, the Company acquired the Bingo mineral exploration property in San Juan Province, Argentina. Consideration for the acquisition was $10,000 cash. The size of the property is approximately 1,000 acres. In June 1999, the Company signed an option agreement with Sunstate Resources, where Sunstate can earn a 75% interest in the property by incurring $230,000 in exploration expenditures before June 8, 2004 and by issuing 100,000 common shares of Sunstate to Pacific Booker by June 8, 2002. Sunstate failed to issue the required common shares and the Company retains a 100% interest in the property. Prior to 2004 , the Company has recorded $735 in property expenditures on Bingo which were spent to keep the property in good standing. However, during Fiscal 2004, management decided not to continue with the property and the acquisition costs and property expenditures were written off.

Item 5. Operating and Financial Review and Prospects

Overview

The Company's financial statements are stated in Canadian Dollars (C$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 16 to the financial statements. The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.23 as of June 30, 2005.

The Company has since inception financed its activities through the distribution of equity capital. The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Company’s properties are at the exploration stage. The timing of such offerings is dependent upon the success of the Company’s exploration programs as well as the general economic climate.

As a mineral explorer in the Province of British Columbia, the Company is eligible to receive British Columbia Mining Tax Credits. These credits are a percentage of the Company’s eligible exploration expenditures made each year. The credits are refundable annually, and application for reimbursement is made along with the Company’s annual Federal tax return. After a review by the tax authorities, the Canadian Federal government, on behalf of the British Columbia Provincial government, issues a check for those credits. Since the refund process typically takes about a year, the Company accounts for these tax credits as a Receivable on its balance sheet upon the Company attaining reasonable assurance of collection from the Canadian Federal Government.

The Company typically contracts with outside suppliers for the majority of its exploration work. In order to ensure the availability of these contractors, the Company typically maintains a cash deposit with these suppliers as an advance against anticipated payments for exploration work performed. The Company accounts for these payments as Exploration Advances on its balance sheet. As these contractors perform the exploration work, the amounts of the advances are deducted from any amounts owed to the contractors and are recorded by the Company as deferred exploration costs.

Results of Operations

Three Months Ended 4/30/2005 vs. Three Months Ended 4/30/2004

During the current period, a drill program of 4 large diameter drill holes totaling 700 meters was completed at Morrison. These holes were located across the currently defined deposit and were done to obtain a representative bulk sample of potential smelting mill feed material which will be used for the metallurgical test work to be performed by Process Research Associates of Vancouver.

The net loss for the quarter was ($235,415), or ($0.04) per share, compared to a net loss of ($91,465), or ($0.02) per share, in the prior year’s first quarter. The higher loss was largely due to Stock-based Compensation of ($106,457) compared to zero in the prior year’s period. This expense is related to the granting of stock options to employees and directors. Other expenses, including Consulting Fees of ($28,285) and Salaries and Benefits of ($7,367), were higher due to the ramping up of the feasibility study at Morrison. The loss in the prior year’s quarter was reduced by $45,680 due to a gain on the exchange rate of US dollars held, while the current period has a Foreign Exchange Rate loss of ($29).

Year Ended 1/31/05 vs. Year Ended 1/31/04

During the year the Company and its consultant, Beacon Hill Consultants, continued work on the Morrison/Hearne Hill project Feasibility Study which began in January 2004. Work on the project site was primarily related to the required environmental impact studies which are part of the full feasibility study which is expected to be completed during calendar 2005.

The net loss for the year was ($902,759), or ($0.16) per share, compared to a loss of ($327,241), or ($0.06), in the year-ago period. Reasons for the higher loss include higher Stock-based Compensation Expense of ($212,914) compared to zero in the prior year’s period. This expense is related to the grant of 676,000 stock options to Officers and directors in October 2004. A portion of the higher loss was due to increased activity related to the Morrison/Hearne Hill feasibility study which included higher Consulting Fees of ($6,030) compared to zero and Consulting Fees with a related party of ($45,200) compared to ($14,000); Professional Fees of ($117,506) compared to ($79,293); Travel Fees of ($50,526) compared to ($43,191). Other large changes in individual expenses included a Foreign Exchange gain of $50,026 compared to a loss of ($21,626) due to favorable changes in exchange rates, Shareholder Information and Promotion, which rose to ($21,137) from ($12,936), and Filing and Transfer Agent Fees, which rose to ($43,188) from ($19,886). The Company also had a Write-off of Accounts Payable of $31,322 and Write-off of Exploration Advances of ($20,044). During the current year the Company also recorded no Recovery of Overhead Expenses Charged to Exploration compared to $81,787 in the prior year. The change is due to the new agreement with Noranda which no longer allows the Company to be reimbursed by Noranda for 15% of its property expenditures. Other Items included Write-off of Mineral Property Interests of ($250,000) compared to ($10,735) in the prior year as the Company decided to write-down its entire acquisition costs related to acquisition of the Copper and CUB claims.

Year Ended 1/31/04 vs. Year Ended 1/31/03

During the year the Company continued to conduct exploration on the Morrison property, including environmental and geotechnical studies, which are part of the Company’s pre-feasibility study. The Company also completed a drill program designed as additional infill drilling as well as to find the northern limits of the north-central copper zone and to provide technical information for the ongoing studies. In January 2004, the Company announced the initiation of a full feasibility study at Hearne Hill/Morrison which will study the economic feasibility and of an open pit mining operation. The feasibility study is expected to take 12-18 months to complete.

The loss for year rose to ($327,241) from ($302,320) incurred in the prior year. The largest reason for the change was a decrease in Overhead Expenses Charged to Exploration, which fell to $81,787 from $157,128 due to lower property expenditures. These recoveries are related to the agreement with Noranda that allows the Company to recover 15% of its total exploration expenditures at Morrison to offset the administrative and financing costs for conducting the exploration program. Other large changes in expenses occurred in consulting fees, which fell to zero from ($24,287) which was also related to lower levels of exploration work at Morrison; Foreign Exchange Loss, which rose to ($21,626) from ($7,434) due to unfavorable changes in the Canadian dollar exchange rate; Travel rose to ($43,191) from ($29,287); Professional Fees increased to ($79,293) from ($55,268); Investor Relations Fees fell to ($33,051) from ($135,939); and Office Rent increased to ($53,582) from ($44,212), as the Company’s annual rent increased under its lease agreement.

Year Ended 1/31/2003 vs. Year Ended 1/31/2002

During the year the Company completed a 20-hole drill program totaling 5,578 meters on the Morrison property as well as starting two preliminary resource studies which will help the Company determine if a full feasibility study should be prepared for the project.

The Net Loss for the year totaled ($302,320), or ($0.06) per share, compared to the net loss of ($64,819), or ($0.02) per share, in the year ago period. General and Administrative Expenses increased to ($305,250) from ($84,863).

Major components in the increase includes lower Recovery of Overhead Expenses charged to exploration of $157,128 from $240,423 related to the agreement with Noranda to recover 15% of the exploration expenditures at Morrison due to lower expenditures on Morrison in the current year. Consulting Fees also rose to ($24,287) from ($7,437). The conversion of warrants into common shares caused Filing and Transfer Agent Fees to increase to ($17,630) from ($11,417) Office Rent rose to ($44,212) from ($39,774) due to higher rent under the Company’s lease agreement and higher operating costs. Professional Fees increased to ($55,268) from ($44,275) due to preparation of a Registration Statement in the United States. Other large increases in expenses for the current year were in Travel, which increased to ($29,287) from ($24,939) as management made additional trips in the current period to meet with potential investors, and Investor Relations Fees, which rose to ($135,939) from ($75,000) due to higher costs related to the raising of equity financing to support the Company’s operations.

Liquidity and Capital Resources

The Company’s working capital position as of the end of the most recent fiscal year at January 31, 2005 was ($456,174). During the First Quarter of fiscal 2006, the Company completed one private placement of its common shares. 228,000 common share units were issued at a price of $4.15 per unit for proceeds of $946,200. Each unit consists of one common share and one common share purchase warrant, with each warrant exercisable at a price of $4.15 until January 18, 2007. The Company intends to use these funds for the Feasibility Study on the Morrison project and General and Administrative expenses.

Professional consultants hired by the Company have estimated that the feasibility study on the Morrison project as well as the required permitting will require the total expenditure of $5,800,000. The Company’s working capital is not sufficient to meet these needs; In addition, the new purchase agreement with Noranda will require the Company to pay Noranda $1,000,000 cash by October 19, 2005 and a further $1,500,000 cash by April 19, 2007 in order to acquire a 100% interest in the Morrison property. At this time, the Company is currently seeking additional equity financing. The Company has no cash flow from operations. Therefore, its ability to continue as a going concern depends upon its ability to raise additional funds to meet its business objectives. If the Company is unable to raise additional funds to meet its requirements, it may be forced to suspend the feasibility study, fail to acquire a 100% interest in the Morrison property or cease operations altogether.

Upon completion of the feasibility study, if the property is determined to be economic, additional funding will be necessary to meet its requirements under the Noranda Agreement or to fund any development projects. Specific funding requirements are dependent upon the results of any feasibility study and at this time management cannot predict the amount of funds needed or the timing of any equity and/or debt financings.

The Company has financed its operations through the issuance of common shares. The following private placements have been completed in the last 5 fiscal years.

Fiscal Year	Type of Share Issuance	Number of Common Shares Issued	Price	Total Proceeds

2001	Private Placement	60,000	$ 1.24	$ 74,400
	Private Placement	200,000	2.55	510,000
	Private Placement	191,000	3.40	649,400

2002	Private Placement	135,000	$ 3.50	$ 472,000
	Private Placement	105,000	3.00	315,000

2003	Private Placement	95,000	$ 4.00	$ 380,000
	Private Placement	137,500	4.00	550,000
	Private Placement	80,500	5.25	422,625
	Private Placement	10,000	3.75	37,500

2004	Private Placement	127,186	$ 4.00	$ 508,744

2005	Private Placement	300,000	$ 3.85	$ 1,155,000
	Private Placement	23,000	4.00	92,000
	Private Placement	115,000	4.00	460,000
	Private Placement	82,500	4.00	330,000
	Private Placement	77,030	4.15	319,674

2006	Private Placement	238,000	$ 4.15	$946,200

Three Months Ended 4/30/2005

The Company’s working capital as of April 30, 2005 totaled ($530,843). Operating Activities used cash of ($78,880), with the quarter’s net loss of ($235,415) being partially offset by non-cash Stock-based Compensation of $106,457. Changes in non-working capital items include increases in receivables and pre-paid deposits of ($17,910) and ($28,331), respectively. Accounts Payable rose by $79,261 and Accounts Payable to Related Parties increased by $16,347. Investing Activities used cash of ($367,647), with the entire amount from Mineral Property Interests and Deferred Exploration Costs related to the Morrison property. Financing Activities provided cash of $421,225, with the Issuance of Capital Stock providing cash of $371,425 and Share Subscriptions providing cash of $49,800.

During the quarter, the Company issued 273,000 common shares. 228,000 were issued pursuant to a private placement at $4.15 per unit, with each unit consisting of one common share and one common share purchase warrants. Proceeds from the private placement was $946,200, of which $574,775 was received prior to January 31, 2005. The Company also issued 45,000 common shares at a fair market value of $4.00 per share pursuant to a property acquisition agreement.

Year Ended 1/31/2005

The Company’s working capital totaled ($456,174) as of January 31, 2005, compared to working capital of $166,874 on January 31, 2004. During the year, the Company’s Operating Activities used cash of ($498,314). The year’s loss of ($902,759) was partially offset by non-cash charges including Write-off of mineral property interests and deferred property exploration costs of $250,000, Write-off of exploration advances of $20,044, and Stock-based Compensation related to the grant of stock options to officers and directors of $212,914. Changes in Non-cash working capital items included decreases in receivables of $180,377, in prepaids and deposits of $21,531, in accounts payable of ($172,487), and in amounts owing to related parties of ($80,481). Investing Activities used cash of ($1,735,122), with the majority for Resource Property Costs of ($1,760,122), and Exploration Advances of $25,000. Financing Activities provided cash of $2,656,762, with Issuance of Capital Stock providing cash of $2,119,275, Share Subscriptions Received in Advance providing cash of $574,775, Due to Related Parties using cash of ($36,700) and Obligations Under Capital Leases using cash of ($588).

During the year, the Company issued a total of 864,530 common shares. 250,000 were issued pursuant to property agreements at a fair value of $4.05 per share for a fair value of $1,012,500; 597,530 common shares were issued pursuant to private placements for total proceeds of $2,356,675; 15,000 common shares were issued pursuant to the exercise of options for proceeds of $30,000; and 2,000 common shares were issued pursuant to the exercise of warrants for proceeds of $8,000.

Twelve Months Ended 1/31/04

The Company’s working capital totaled $166,874 as of January 31, 2004, compared to $490,333 on January 31, 2003. During the year, the Company’s Operating Activities provided cash of $40,164. The net loss of ($327,241) for the year was offset by a decrease in Receivables of $145,324; a decrease in Prepaids and Deposits of $23,354; an increase in Accounts Payable and Accrued Liabilities of $111,141; and an increase in Accounts Payable to related parties of $72,446. Financing Activities provided cash of $828,411, with $518,744 provided by Issuance of Capital Stock; $275,400 from Share Subscriptions received in advance for private placements which had not yet closed; $36,700 due to Related Parties; and $2,433 used by Obligations under Capital Leases. Investing Activities used cash of $865,414, with Mineral Property Interests and Deferred Exploration Costs using cash of $896,558, Exploration Advances using cash of $1,917, and Purchase of Property and Equipment using cash of $4,439, while Restricted Cash provided cash of $37,500.

During the year, the Company issued 174,130 common shares. 127,186 common shares were issued pursuant to private placements for proceeds of $508,744; 2,500 common shares were issued for the exercise of warrants for proceeds of $10,000; and 44,444 common shares were issued for settlement of accounts payable at a deemed value of $200,000.

Twelve Months Ended 1/31/03

The Company’s working capital totaled $490,333 as of January 31, 2003 compared to $5,913 as of January 31, 2002. The Company’s Operating Activities used cash of ($852,597) during the year. The loss for the year was ($302,320), and Changes to Non-working Capital Items included an increase in Receivables of $106,390, an increase in Prepaids and Deposits of $45,598, a decrease in Accounts Payable of $333,333, and a decrease in Accounts Payable to Related Parties of $70,084. Financing Activities provided cash of $2,132,224, with the Issuance of Capital Stock providing cash of $2,134,915 while Obligations under Capital Leases used cash of $2,691. Investing Activities used cash of $1,282,386, which included $1,228,667 cash used for Mineral Property Interests and Deferred Exploration Costs, Exploration Advances of $2,538, and Purchase of Property and Equipment of $13,681.

The Company issued a total of 652,562 common shares during the year. 323,000 common shares were issued pursuant to private placements for proceeds of $1,390,125; 112,562 common shares were issued for the exercise of stock options for proceeds of $133,790; 197,000 common shares were issued for the exercise of warrants for proceeds of $611,000; and 20,000 common shares were issued for mineral property interests for a deemed value of $78,000.

US GAAP Reconciliation with Canadian GAAP

Under Canadian GAAP, mineral properties, including exploration, development and acquisition costs, are carried at cost and written down if the properties are abandoned, sold or if management decides not to pursue the properties. Under US GAAP, all expenditures relating to mineral interests prior to the completion of a definitive feasibility study, which establishes proven and probable reserves, must be expensed as incurred. Once a final feasibility study has been completed, additional costs incurred to bring a mine into production are capitalized as development costs.

The reader is advised to consult Pacific Booker’s audited annual financial statements for the year ended January 31, 2005, particularly Note 16, for quantification of the differences.

Canadian GAAP Conflict in Accounting for Mineral Property Interests and Deferred Exploration Costs

In March 2000, the Accounting Standards Board of the Canadian Institute of Chartered Accountants (“CICA”) issued Accounting Guideline No. 11 “Enterprises in the Development Stage” (“AcG 11”). AcG 11 addresses three distinct issues: i) the capitalization of costs/expenditures; ii) impairment; and iii) disclosure. Prior to its issuance, development stage entities were exempt from following certain aspects of Canadian GAAP. AcG 11 requires that all companies account for transactions based on the underlying characteristics of the transaction rather than the maturity of the enterprise. In addition, AcG 11 requires specific disclosure of information by development stage companies and is effective no later than fiscal periods beginning on or after April 1, 2000, which in the case of the Company, is the year ended January 31, 2002.

In March 2002, the Emerging Issues Committee (“EIC”) of the CICA issued EIC-126 “Accounting by Mining Enterprises for Exploration Costs” (“EIC-126”) which interprets how AcG 11 affects mining companies with respect to the deferral of exploration costs. EIC-126 refers to CICA Handbook Section 3061 “Property, Plant and Equipment” (“HB 3061”), paragraph .21, which states that for a mineral property interest, the cost of the asset includes exploration costs if the enterprise considers that such costs have the characteristics of property, plant and equipment.

EIC-126 then states that a mining enterprise that has not established mineral reserves objectively, and therefore does not have a basis for preparing a projection of the estimated cash flow from the mineral property interest, is not precluded from considering the exploration costs to have the characteristics of property, plant and equipment. EIC-126 also sets forth the EIC’s consensus that a mining enterprise in the development stage is not required to consider the conditions in AcG 11 regarding impairment in determining whether exploration costs may be initially capitalized. With respect to impairment of capitalized exploration costs, EIC-126 sets forth the EIC’s consensus that a mining enterprise in the development stage that has not established mineral reserves objectively, and, therefore, does not have a basis for preparing a projection of the estimated cash flow from the property, is not obliged to conclude that capitalized costs have been impaired. However, such an enterprise should consider the conditions set forth in AcG 11 and HB 3061 in determining whether a subsequent write-down of capitalized exploration costs related to mineral property interest is required.

As disclosed above, the Company considers that its mineral property interests and deferred exploration costs have the characteristics of property, plant and equipment, and, accordingly, the Company has chosen to classify its mineral property interests and deferred exploration costs as tangible assets in accordance with its interpretation of Canadian GAAP.

Although the Company believes its accounting policy is appropriate and consistent with Canadian GAAP, there is an alternative interpretation of Canadian GAAP that would consider them to be intangible assets as a result of the issuance of CICA Handbook Section 1581 “Business Combinations” (“HB 1581”) and CICA Handbook Section 3062 “Goodwill and Other Intangible Assets” (“HB 3062”).

This alternative interpretation under HB 1581 and HB 3062 would provide for the capitalization of a contract based mining asset as an intangible asset at its fair value at the time it was acquired, either as an individual asset purchase or as part of a business combination. For exploration stage mineral property interests and deferred exploration costs such as those owned by the Company, the excess of the carrying value over the residual value of the intangible assets would be amortized on a straight-line basis over the period in which the Company expected to complete its exploration process or convert, develop or further explore the underlying properties. For the Company, a reasonable estimate of this amortization period would be 13 years.

Consult Pacific Booker’s audited annual financial statements for the year ended January 31, 2004 for the differences if the Company had chosen to account for these costs as intangible assets under HB 1581 and HB 3062 effective February 1, 2002.

Variation in Operating Results

The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds.

Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals. Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs. There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as noted in Note 17 to the financial statements. The value of the Canadian Dollar in relationship to the US Dollar was $1.25 as of May 31, 2005.

Research and Development

The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.

Trend Information

The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s operations or financial condition.

Off-Balance Sheet Arrangements

Under the Agreement with Noranda dated April 19, 2004, the Company is obligated to issue 250,000 common shares at a minimum fair-value of $1,000,000 to Noranda on or before commencement of commercial production. If at the time of issuance the Company’s common share price is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the value of the 250,000 common shares issued. This amount is figured by the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.

Tabular Disclosure of Contractual Obligations

The Company currently owns a 50% interest in the Morrison Property and is acquiring a further 50% interest from Noranda Inc. under an agreement dated April 19, 2004. The Company’s contractual obligations to Noranda are to pay Noranda $2,500,000 in the following years. The Company also has a lease for its Vancouver office which runs through April 30, 2006.

Table No. 5

Contractual Obligations

Type of Cost	Fiscal 2006	Fiscal 2007	Fiscal 2008

Cash Payments to Noranda	None	$1,500,000	None
Office Rental Agreement	$50,900	$ 12,725	None

Under the Agreement with Noranda, the Company is also obligated to issue 250,000 common shares at a minimum fair-value of $1,000,000 to Noranda on or before commencement of commercial production. This is an off-balance sheet item and is discussed under “Off-Balance Sheet Arrangements” above.

Item 6. Directors, Senior Management and Employees

Table No. 5 lists as of 6/28/05 the names of the Directors of the Company. The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company. At the Annual and Extraordinary General Meeting held on June 24, 2005, a new slate of Directors was elected and new Officers were appointed. All Directors are citizens of Canada except Gregory Anderson and Mark Gulbrandson who are citizens of the United States.

Table No. 6

Directors

Name Age Date First Elected/Appointed

Gregory Anderson	49	June 24, 2005
William Deeks	70	March 17, 1997
Mark Gulbrandson	52	June 24, 2005
Michael Mews	64	June 24, 2005
John J. Plourde	60	December 30, 1999
Erik Tornquist	47	June 24, 2005
William F. Webster	61	June 24, 2005

Table No. 6 lists, as of 6/28/05, the names of the Executive Officers of the Company. The Executive Officers serve at the pleasure of the Board of Directors. All Executive Officers are citizens of Canada except Gregory Anderson and Mark Gulbrandson who are citizens of the United States.

Table No. 7

Executive Officers

Date of

Name Position Age Appointment

Gregory Anderson	President and CEO	49	June 24, 2005
Michael Mews	Secretary and CFO	64	June 24, 2005

Gregory Anderson was named President, Chief Executive Officer and a Director of the Company at the Annual & General Meeting held on June 24, 2005. Mr. Anderson’s background includes corporate finance, investment and brokerage experience, including the last 22 years in mining company finance. Since 1997, he has assisted the Company with corporate finance and investor relations. Mr. Anderson spends approximately 75% of his time on the Company’s affairs.

Michael Mews was named Corporate Secretary, Chief Financial Officer and a Director of the Company at the Annual & General Meeting held on June 24, 2005. Mr. Mews has over 40 years of business administration, sales and marketing experience for both private and public companies. He has been an officer and director of public reporting companies since 1995, and currently serves as President, Chief Executive Officer and a Director of Universal Exploration Corporation, an inactive public company traded on the TSX Venture Exchange NEX board; a Director of Internet Identity Presence Company, a non-listed Canadian public company. Mr. Mews spends approximately 40% of his time on the Company’s affairs.

William Deeks, B.A.Sc., P.Eng., has extensive experience in the mining industry. He is a former senior vice-president of Noranda, Inc., and past Chairman of the Business Industry Advisory Committee to the Organization for Economic Cooperation and Development, Paris and Chairman of Charles Tennant & Company (Canada) Limited, a chemical distributor. Mr. Deeks spends approximately 20% of his time on the Company’s affairs.

Mark Gulbrandson is the Owner and Chief Executive Officer of Apple Auto Group, a multi-location car dealership located in the Twin Cities area of Minnesota. Mr. Gulbrandson has owned Apple Auto since 1993. It currently employs over 300 people and is one of the top 100 Ford dealers in the United States. Mr. Gulbrandson spends approximately 10% of his time on the Company’s affairs.

John Plourde has over 30 years of investor relations and fund raising experience with various public companies. Mr. Plourde handles investor relations for the Company. He is also a Director of Universal Exploration Corporation, an inactive public company traded on the TSX Venture Exchange NEX board. Mr. Plourde spends approximately 75% of his time on the Company’s affairs.

Erik A. Tornquist is an Applied Science Technologist with over 30 years of experience in Natural Gas Operations, Engineering, International Project Management, Human Resources and Training. He has held various management positions with Terasen Gas and Terasen International, most recently as Vice-President of Human Resources and Training for Canadian Energy Services in the Sultanate of Oman. Mr. Tornquist has completed the PUBCO course for establishing and managing public companies at Simon Fraser University. He devotes approximately 10% of his time to the Company’s affairs.

William F. Webster has 40 years of experience in financial management, investment sales and corporate finance. He devotes approximately 10% of his time to the Company’s affairs.

No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he was selected as a Director or Executive Officer. No members of the Board of Directors are related.

COMPENSATION

The Company has no arrangements pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation. Certain Directors have been compensated for consulting and expert services during the most recently completed fiscal year.

The Company does not have a formalized stock option plan for the granting of incentive stock options during the most recently completed fiscal year. However, to assist the Company in compensating, attracting, retaining and motivating personnel, the Company grants stock options to Directors, Executive Officers and employees; refer to ITEM #10, "Stock Options".

Table No. 7 sets forth the compensation paid to the Company’s executive officers and members of its administrative body during the last three fiscal years.

Table No. 8

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted

Name

Year

Salary

Options Granted

Other Compensation

Chris Sampson,

Former President

2005

2004

2003

None

76,000

None

24,000

$57,800 (1)

$51,200

$48,400

J. Paul Stevenson,

Former Chief Executive

2005

2004

2003

None

125,000

None

135,000

$78,800 (2)

$78,000

Perry Munton

Former Chief

Financial Officer

2005

2004

2003

None

75,000

None

$22,050 (3)

$ 4,380

John Plourde,

Director

2005

2004

2003

None

105,000

None

135,000

$78,000 (4)

$78,000

Shelley Hallock,

Former Director

2005

2004

2003

None

50,000

None

Barbara Hilton,

Former Director

2005

2004

2003

None

50,000

None

William Deeks,

Director

2005

2004

2003

None

50,000

None

(1)

The “Other Compensation” listed for Chris Sampson, former President, relate to consulting engineering work conducted by Sampson Engineering, which is 100% owned by Chris Sampson.

(2)

The “Other Compensation” listed for J. Paul Stevenson, former President, relates to consulting fees related to government relations and field work.

(3)

The “Other Compensation” listed for Perry Munton, former CFO, is for payments for accounting services to Smythe Ratcliffe, Chartered Accountants, of which Perry Munton is a partner.

(4)

The “Other Compensation” listed for John Plourde, Director, relates to investor relations work performed for the Company.

No funds were set aside or accrued by the Company during Fiscal 2005 to provide pension, retirement or similar benefits for Directors or Executive Officers.

Staffing

The Company currently has no employees and 2 executive officers. The Company contracts for certain services, including investor relations and bookkeeping, as well as exploration personnel and camp support services, as needed.

The Company has contracted with a highly experienced geological team of consultants to conduct field work related to its ongoing Full Feasibility Study on the Morrison/Hearne Hill project.

Share Ownership

The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents. The Registrant is not controlled by another corporation as described below.

Table No. 8 lists, as of 6/28/2005, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.

Table No. 9

Shareholdings of Directors and Executive Officers

Title Amount and Nature Percent

of of Beneficial of

Class Name of Beneficial Owner Ownership Class

Common	Gregory Anderson (1)	232,600	3.59%
Common	Michael Mews (2)	15,000	0.02%
Common	William Deeks (3)	73,000	1.15%
Common	Mark Gulbrandson (4)	431,756	6.80%
Common	John Plourde (5)	488,732	7.49%
Common	Erik Tornquist (6)	57,020	0.09%
Common	William Webster	152,450	2.43%

	Total Directors/Officers	1,450,558	21.15%

(1)

Of these shares, 200,000 represent currently exercisable share purchase options.

(2)

Of these shares, 10,000 represent currently exercisable share purchase options.

(3)

Of these shares, 50,000 represent currently exercisable share purchase options.

(4)

Of these shares, 67,628 represent currently exercisable share purchase warrants.

(5)

Of these shares 240,000 represent currently exercisable share purchase options.

(6)

Of these shares, 10,000 represent currently exercisable share purchase warrants.

# Based upon 6,281,789 shares outstanding as of 6/28/05 and Stock options held by each beneficial holder exercisable within sixty days as detailed in Table Number 12, “Stock Options Outstanding” below.

Board Practices

The Board of Directors currently has 3 committees. These are the Audit and Finance Committee, the Corporate Governance Committee, and the Disclosure Committee.

The Audit and Finance Committee assists the Board in fulfilling its responsibility for the oversight and quality and integrity of the accounting, auditing, reporting practices, systems of internal accounting and financial controls, the annual independent audit, and the legal and compliance and ethics programs of the CFO as established by management and the Board. The Committee is required to meet once per quarter, and shall consist of at least three directors, the majority of whom will be non-officers. The Committee currently consists of William Deeks, Mark Gulbrandson, and William Webster.

The Corporate Governance Committee identifies individuals qualified to become board members, recommend director nominees for each annual meeting, recommend to the Board a set of corporate governance standards in the conduct and the business and affairs of the Company, and develop and oversee the annual Board and Board Committee evaluation process. The Committee shall consist of at least 2 Directors, and currently consists of William Deeks, Mark Gulbrandson, and William Webster.

The Disclosure Committee reviews the required disclosure documents and that the Company is meeting all applicable disclosure rules and regulations within the time periods specified. The Committee’s duties include the review and completion of the Form 20-F Annual Report to be filed 6 months after the Company’s fiscal year end. The Disclosure Committee currently consists of Mark Gulbrandson, William Webster, John Plourde, and Ed Kimura (a non-director).

Copies of the Committee Charters and systems of operations have been filed as exhibits to this Registration Statement.

Item 7. Major Shareholders and Related Party Transactions

The Company is aware of three persons/companies who beneficially owns 5% or more of the Registrant's voting securities. Table No. 9 lists as of 6/28/05, persons and/or companies holding 5% or more beneficial interest in the Company’s outstanding common stock.

Table No. 10

5% or Greater Shareholders

Title of Class	Name of Owner	Amount and Nature of Beneficial Ownership	Percent of Class

Common	John Plourde (1)	488,732	7.49%
Common	Mark Gulbrandson (2)	431,756	6.80%

(1)

Includes 240,000 currently exercisable stock purchase options.

(2)

Includes 67,628 currently exercisable stock purchase warrants.

Based on 6,281,789 shares outstanding as of 6/28/2005 and stock options and warrants held by each beneficial holder exercisable within sixty days.

No shareholders of the Company have different voting rights from any other shareholder.

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

J. Paul Stevenson, Former Chief Executive Officer and Director, was paid $48,800 (2004 - $64,000; 2003 - $63,600) for consulting work related to First Nation’s and Government relations. He was paid $30,000 (2004 - $14,000; 2003 - $14,400) for general consulting services related to exploration work at the Morrison/Hearne Hill Project.

Sampson Engineering, a company 100% owned by Chris Sampson, Former President and Director, was paid $42,600 (2004 - $51,200; 2003 - $48,400) for consulting work related to exploration at the Morrison/Hearne Hill Project. Mr. Sampson was also paid $15,200 (2004 - $Nil; 2003 - $Nil) for general consulting services related to exploration work at the Morrison/Hearne Hill Project.

Smythe Ratcliffe, Chartered Accountants, a Company for whom Perry Munton, Former Chief Financial Officer serves as a Partner, was paid $22,050 (2004 - $4,380; 2003 - $4,380) for accounting services.

John Plourde, Director, was paid $78,000 (2004 - $78,000; 2003 - $78,000) for Investor Relations activities.

Item 8. Financial Information

The financial statements as required under ITEM #8 are attached hereto and found immediately following the text of this Registration Statement. The audit report of Davidson and Company, Chartered Accountants, is included herein immediately preceding the financial statements and schedules.

There have been no significant changes of financial condition since the most recent financial statements dated January 31, 2005 other than described below:

During Fiscal 2006 to date, the Company completed a private placement of its common shares. 228,000 common share units were issued at a price of $4.15 per unit for proceeds of $946,200. Each unit consists of one common share and one common share purchase warrant, with each warrant exercisable at a price of $4.15 until January 18, 2007.

Item 9. Offer and Listing of Securities

As of January 31, 2005, the authorized capital of the Company consisted of 100,000,000 common shares. There were 6,281,789 shares issued and outstanding as of June 28, 2005.

NATURE OF TRADING MARKET

The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Trust Company of Canada. Computershare is located at 510 Burrard Street, 3 ^rd Floor, Vancouver, British Columbia, V6C 3B9.

On 6/28/05, the shareholders' list for the Company's common shares showed 698 total shareholders and 6,281,789 shares issued and outstanding. Of the total shareholders, 637 are resident in Canada holding 4,507,178 common shares representing 71.75% of the total shares outstanding; 53 shareholders are resident in the United States holding 1,571,651, or 25% of the total shares outstanding; and 8 shareholders are resident in other nations, holding 202,960 common shares, or 3.25% of the total shares outstanding.

The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.

The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.

The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol is “BKM”. The CUSIP number is 69403R108.

Table No. 10 lists the volume of trading and high, low and closing sales prices on the TSX Venture Exchange for the Company's common shares for the last twelve fiscal quarters. There have been no significant trading suspensions of the Company’s common stock during the prior three years.

Table No. 11

TSX Venture Exchange

Common Shares Trading Activity

- Sales -

Canadian Dollars

Period

High Low Close

June 2005	$3.95	$3.55	$3.60
May 2005	$4.00	$3.25	$3.95
April 2005	$4.02	$3.65	$4.00
March 2005	$4.05	$3.75	$3.94
February 2005	$4.00	$3.70	$3.86
January 2005	$4.20	$3.81	$3.90

Three Months Ended 4/30/05	$4.05	$3.65	$4.00
Three Months Ended 1/31/05	$4.20	$3.70	$3.86
Three Months Ended 10/31/04	$4.75	$3.80	$4.24
Three Months Ended 7/31/04	$4.50	$3.55	$3.99

Three Months Ended 4/30/04	$5.00	$3.75	$4.49
Three Months Ended 1/31/04	$4.50	$3.05	$4.50
Three Months Ended 10/31/03	$3.90	$2.70	$3.75
Three Months Ended 7/31/03	$4.00	$3.20	$3.34

Three Months Ended 4/30/03	$4.39	$2.94	$3.90
Three Months Ended 1/31/03	$5.30	$3.50	$4.00
Three Months Ended 10/31/02	$5.40	$4.00	$5.00
Three Months Ended 7/31/02	$6.15	$3.80	$5.00

Fiscal Year Ended 1/31/05	$5.00	$3.55	$3.86
Fiscal Year Ended 1/31/04	$4.50	$2.70	$4.50
Fiscal Year Ended 1/31/03	$6.15	$3.20	$4.00
Fiscal Year Ended 1/31/02	$4.25	$1.97	$3.63
Fiscal Year Ended 1/31/01	$4.55	$1.20	$2.45

# All stock price trading data for dates before February 8, 2000 have been adjusted to reflect a 1 for 5 reverse stock split.

Table No. 10 lists, as of 6/28/05, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.

Table No. 12

Share Purchase Warrants Outstanding

Number of Share Purchase Warrants Outstanding	Exercise Price/share	Expiration Date
300,000	$4.30	February 27, 2006
23,000	$4.50	April 22, 2006
250,000	$4.05	June 5, 2006
115,000	$4.05	July 9, 2006
82,500	$4.25	October 12, 2006
77,030	$4.15	January 7, 2007
228,000	$4.15	March 11, 2007

1,075,530 Warrants Outstanding

American Depository Receipts . Not applicable.

Other Securities to be Registered . Not applicable

The TSX Venture Exchange

The TSX Venture Exchange (“TSX-V”) is a result of the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.

The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.

The initial roster of the CDNX was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the Toronto Stock Exchange which is Canada’s senior market and the Montreal Exchange which is Canada’s market for derivatives products.

The TSX-V currently has five service centers: Calgary, Toronto, Vancouver, Winnipeg and Montreal. These service centers provide corporate finance, surveillance and marketing expertise. The corporate office for the TSX-V is located in Calgary and the operations office is located in Vancouver.

The TSX-V is a self-regulating organization owned and operated by the TSX Group. It is governed by representatives of its member firms and the public.

The TSX Group acts as a business link between TSX Venture Exchange members, listed companies and investors. CDNX policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established. Listings are predominately small and medium sized companies.

Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Market Regulation Services Inc. (“RS”) which was created as a joint initiative of The Toronto Stock Exchange Inc. and the Investment Dealers Association of Canada.

RS is recognized as a self-regulatory entity in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec. As a Regulation Service Provider, RS provides independent regulation services to marketplaces (existing exchanges, quotation and trade reporting systems (QTRSs) and alternative trading systems (ATSs) and their participants in Canada that contract with RS Inc. for the provision of regulation services. As a national regulator for the Canadian marketplace, it is the first independent regulator of its kind for the Canadian securities market.

RS administers, oversees and enforces the Universal Market Integrity Rules (“UMIR”). To ensure compliance with UMIR, RS monitors real-time trading operations and market-related activities of marketplaces and participants. RS also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.

RS's areas of responsibility include Market Surveillance; Operations and General Counsel (Market Policy); and Investigations and Enforcement.

The Market Surveillance division monitors all securities trading for compliance with the Universal Market Integrity Rules and marketplace specific rules. Market Surveillance also investigates irregularities and complaints relating to trading on marketplaces for which RS acts as regulation services provider to ensure a fair and orderly marketplace for all participants. This division is responsible for market supervision, which includes monitoring trading activity and timely disclosure, as well as preliminary investigations and trade desk compliance.

The market surveillance department issues TSX-V notices to inform the public of halts, suspensions, delistings, and other enforcement actions. All TSX-V notices can be found on the TSE/TSX website at www.tse.com. In the public interest, trading halts or suspensions are maintained until the surveillance department is satisfied that there is adequate disclosure of the company’s affairs and a level playing field for investors. By Exchange policy, the department also reviews and approves certain types of transactions for all TSX listed companies. These types of transactions includes option grants, private placements and other share issuances, mergers and acquisitions, property-asset acquisitions and dispositions, loans, bonuses and finder’s fees, changes of business, name changes, stock splits, and related party transactions. If the Exchange’s review of such transactions finds them to be contrary to the public interest or is in violation of policy, approval for the transaction will be denied and any action taken by the company towards the completion of the transaction must be reversed.

The Operations and General Counsel division is responsible for the development and implementation UMIR as well as providing interpretations of, or exemptions from, UMIR with the goal of promoting market integrity. This division also coordinates all operational activities of RS including strategic planning and overall organizational matters. Finally, the General Counsel's office of this division is responsible for all legal services and matters relating to RS's Board of Directors.

The Investigation and Enforcement division is responsible for conducting investigations and prosecutions of violations of the UMIR and Policies and market integrity and market quality rules specific to the TSX Venture Exchange. Functions of this division include Investigations, Enforcement and Investigative Research.

a) Investigations

Investigations focus on activities that may be in breach of the UMIR and/or the rules of the TSX Venture Exchange. The types of violations frequently investigated include high closings, market manipulation, client priority trading violations, unapproved trading, trading in restricted securities and conduct inconsistent with the just and equitable principles of trade.

Requests for investigations come primarily from the Market Surveillance division of RS. Other sources include the provincial securities commissions, the Operations and General Counsel division, marketplaces, and in some instances, the general public. Investigators also lend assistance to investigations conducted by provincial securities commissions.

b) Enforcement

Once an investigation is complete and a decision has been made to proceed with a prosecution a statement of allegations is served upon the concerned party which references the rule or rules alleged to have been in violation. An Offer of Settlement is also presented to the concerned party, who can either accept or reject the Offer of Settlement. If accepted, the Offer of Settlement must be approved by a hearing panel of RS. The hearing panel may accept the Offer of Settlement or reject it. If the Offer of Settlement is rejected by either the concerned party or by a settlement hearing panel, a Notice of Hearing is issued and served upon the concerned party and the matter proceeds to a hearing before a hearing panel. If the hearing panel determines that an applicable requirement has been violated, it may impose a range of penalties, including a reprimand, a fine, or the restriction, suspension or revocation of access to a marketplace. After all hearings, there is an official public notification concerning the outcome of the hearing and the penalty or remedy imposed.

c) Investigative Research

The Investigative Research Division performs in-depth corporate research relating to officers, directors, and significant shareholders of organizations applying to list securities on the TSX Venture Exchange, or applying to obtain access to the marketplace's trading systems. Due diligence is a major function of the Enforcement division. The overall goal is to improve communication and to raise the standards of compliance in the securities trading industry.

Investors in Canada are protected by the Canadian Investor Protection Fund (“CIPF”). The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the Toronto Stock Exchange, the Toronto Futures Exchange and the Investment Dealers Association of Canada.

United States Market

Upon this Registration Statement being declared effective, the Company will be subject to the reporting obligations and requirements under the Exchange Act of 1934. However, as a Foreign Private Issuer, the Company will be exempt from sections 14(a), 14(b), 14(c), 14(f) and 16 of the Act, which includes the Proxy Rules of Section 14 and the Short-Swing Profit Rules of Section 16.

The Company has made application for a listing on the American Stock Exchange but has not received approval at this time. Such a listing is dependent upon the Company’s 20-F Registration Statement being declared effective as well as the Company meeting all the necessary listing requirements of the Exchange, including minimum Shareholders’ Equity and Market Capitalization valuations.

LEGAL PROCEEDINGS

The Company knows of no material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.

The Company knows of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.

Item 10. Additional Information

Share Capital

The Company has financed its operations through the issuance of common shares through private placement, the exercise of warrants issued in the private placements, and the exercise of stock options. The changes in the Company’s share capital during the last 3 fiscal years are as follows:

During Fiscal 2005, the Company completed 5 private placements. Under the first, the Company issued 300,000 units at a price of $3.85 per unit for proceeds of $1,155,000. Each unit consisted of one common share and common share purchase warrant, with each warrant exercisable into one common share at a price of $4.30 until February 5, 2006. Under the second private placement, the Company issued 23,000 units at a price of $4.00 per unit for proceeds of $92,000. Each unit consists of one common share and one common share purchase warrant, with each warrant exercisable at a price of $4.50 until February 27, 2006. Under the third, the Company issued 115,000 units at a price of $4.00 per unit for proceeds of $460,000. Each unit consists of one common share and one common share purchase warrant exercisable at a price of $4.05 until July 9, 2006. Under the fourth, the Company issued 82,500 units at a price of $4.00 per unit for proceeds of $330,000. Each unit consisted of one common share and one common share purchase warrant exercisable at a price of $4.25 until October 12, 2006. Under the fifth, the Company issued 77,030 units at a price of $4.15 per unit for proceeds of $319,674.50. Each unit consisted of one common share and one common share purchase warrant exercisable at a price of $4.15 until January 7, 2007. Of the units issued in the fifth placement, 6,030 of the units were flow-through units and the common share was a flow-through common share.

During Fiscal 2004, the Company completed one private placement. On May 8, 2003, the Company completed the private placement of 127,186 units at a price of $4.00 per unit for proceeds of $508,744. Each unit consists of one common share and one common share purchase warrant, with each warrant exercisable into one common share at a price of $4.00 per share until June 26, 2005.

During Fiscal 2003, the Company completed several private placements. On February 13, 2002, the Company sold 95,000 Units at a price of $4.00 per unit for gross proceeds of $380,000. Each unit consists of one common share and one common share purchase warrant exercisable until April 19, 2004 at a price of $4.00. On May 23, 2002, the Company completed the sale of 137,500 Units at a price of $4.00 per unit for gross proceeds of $550,000. Each unit consists of one common share and one common share purchase warrant exercisable until May 23, 2004 at a price of $4.00. On July 30, 2002, the Company completed the sale of 80,500 Units at a price of $5.25 per unit for gross proceeds of $422,625. Each unit consists of one common share and one common share purchase warrant exercisable at a price of $6.00 at until July 30, 2004. On January 3, 2003, the Company completed the sale of 10,000 Units at a price of $3.75 per unit for gross proceeds of $37,500. Each unit consists of one common share and one common share purchase warrant exercisable until January 3, 2005 at a price of $4.20.

For Fiscal 2002, the Company completed two private placements of its common stock. The first was completed on February 15, 2001 and consisted of the sale of 135,000 Units at a price of $3.50 per unit for gross proceeds of $472,500. Each unit consisted of one common share and one common stock purchase warrant exercisable at a price of $4.00 per share until February 15, 2003. The second private placement was completed on December 6, 2002 and consisted on the sale of 105,000 Units at a price of $3.00 per unit for gross proceeds of $315,000. Each unit consisted on one common share and one common share purchase warrant exercisable at a price of $3.50 until December 6, 2002.

Flow-Through Shares

The Company has historically funded a portion of its mineral exploration activities within Canada through the issuance of Flow-Through Common Shares. Section 66 of the Income Tax Act of Canada allows for investment tax credits, at a rate of 15%, applicable to certain mining exploration expenses in Canada pursuant to a Flow-through share issuance agreement. Common shares of exploration companies which are issued under the program are known as “Flow-Through” shares as the Company making the qualified expenditures flow-through such tax credits received to the purchasers of these specific common shares. A Flow-through share investor could apply this tax credit to reduce his or her Canadian Federal income tax payable. In order to apply for the credits, the flow-through shareholder must be resident in Canada and subject to Canada Federal Income Tax for the taxation year in which the credit is being claimed.

The mining exploration expenses that qualify for the investment tax credit under the Flow-through program must be incurred in the scope of mining exploration activities conducted from or above the ground surface in order to determine the existence or location of mineral materials. These minerals include the deposit of common metals or the deposit of minerals for which the Minister of Natural Resources has stated that the principal mineral extract is an industrial mineral contained in a non-stratified deposit. The mining exploration activities that qualify include expenses incurred in order to determine the existence, location, extent, or quality of a mineral resource in Canada, including the prospector costs, the geological, geophysical or geochemical study costs, the costs of steelhead or diamond drilling, by hammering or other methods, and the costs of digging trenches. It is not intended for expenses related to existing mines.

Shares Not Representing Capital

-No Disclosure Necessary-

Shares Held By Company

-No Disclosure Necessary-

Stock Options

Stock Options to purchase securities from Registrant can be granted to Directors and Employees of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange.

Under a Stock Option Plan approved by disinterested shareholders at the Company’s Annual General Meeting held on July 16, 2004, the Company may issue Stock options for up to 20% of the common shares outstanding at the time of the grant. These options may be granted from time to time, provided that stock options in favor of any one individual may not exceed 5% of the issued and outstanding common shares. Eligible persons include any director, officer, employee, consultant, or management company employee of the Company or any affiliate of the Company designated by the directors under the plan. No stock option granted under the stock option program is transferable by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during the lifetime of the optionee only by such optionee.

The exercise prices for stock options are determined in accordance with TSX Venture Exchange guidelines and reflect the closing price of the Registrant's common shares immediately preceding the day on which the Directors grant the stock options and the maximum term of each stock option does not exceed five years from the date of grant.

The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 11 as of 6/28/2005, as well as the number of options granted to Directors and all employees as a group.

Table No. 13

Stock Options Outstanding

Number of

Shares of CDN$

Common Exer. Expiration

Name Stock Price Date

Gregory Anderson, President, CEO and Director	125,000 75,000	$5.00 $3.87	July 2, 2007 October 13, 2009

Michael Mews Corporate Secretary, CFO and Director	10,000	$3.87	October 13, 2009

John Plourde, Director	135,000 105,000	$5.00 $3.87	July 2, 2007 October 13, 2009
William Deeks, Director	50,000	$3.87	October 13, 2009
Mark Gulbrandson, Director	None	N/A	N/A

Erik Tornquist, Director	None	N/A	N/A

William Webster, Director	None	N/A	N/A

Total Officers and Directors (7 persons)	500,000
Total Employees and Consultants (4 persons)	100,000
Total Officers/Directors/Employees and Consultants	600,000

At the Board of Director’s meeting held on July 11, 2005, the board approved the granting of 535,000 stock options to current officers, directors and employees. The options would have a 5-year term and an exercise price of $4.00 per share. The proposed distribution is as follows:

Name	Position	Number of Options Under New Grant

William Deeks	Chairman and Director	50,000
Michael Mews	CFO, Secretary and Director	140,000
Mark Gulbrandson	Director	100,000
Erik Tornquist	Director	100,000
William Webster	Director	100,000
Employees (3 persons)		45,000
Total		535,000

The option grants are subject to the approval of the TSX Venture Exchange.

Resolutions/Authorization/Approvals

-No Disclosure Necessary-

Memorandum and Articles of Association

The Company was originally incorporated under the Company Act of British Columbia on February 18, 1983. Due to changes to provincial laws, the Company was required to adopt new Articles of Incorporation under the new British Columbia Corporations Act. At the Annual General Meeting of Shareholders held on July 16, 2004, the Company adopted amended Articles of Incorporation under the B.C. Corporations Act (the “Act”).

There are no restrictions on the business the company may carry on in the Articles of Incorporation.

Under the Company’s articles and bylaws a director is not allowed to vote on any transaction or contract with the Company in which has a disclosable interest unless all directors have a disclosable interest in that transaction.

Part 16 of the Company’s bylaws address the duties of the directors, including the borrowing powers. Directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders, or as governed by the Act.

There are no age limit requirements pertaining to the retirement or non-retirement of directors.

A director need not be a shareholder of the Company.

The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:

Common Shares

The authorized shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities. No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

The Company may by special resolution, create, define, and attach special rights or restrictions on any shares and by special resolution and by otherwise complying with any applicable provision of its Memorandum or these Articles to vary or abrogate any special rights and restrictions attached to any shares, but no right or special right attached to any issued shares shall be prejudiced or interfered with unless all members holding shares of each affected class consent thereto in writing, or unless a resolution consenting thereto is passed at a separate class meeting of the holders of the shares of each such class by a majority of three-fourths of the rest of such shares..

An annual general meeting shall be held once every calendar year at such time (not being more than 13 months after holding the last preceding annual meeting) and place as may be determined by the Directors. The Directors may, as they see fit, to convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Company Act.

There are no limitations upon the rights to own securities.

There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.

There is no special ownership threshold above which an ownership position must be disclosed.

Material Contracts

The Company considers the following as material contracts, which have been entered into by the Company which are currently in effect:

Option Agreement for Hearne Hill and Morrison between Booker Gold (now Pacific Booker Minerals) and Noranda Mining and Exploration dated October 22, 1997.

Agreement between the Company and Lorne Spence dated December 5, 1992.

Agreement between the Company and KCC 167 Holdings Ltd. dated July 4, 1995.

Agreement between the Company and Windbourne International Capita Management Ltd. dated June 15, 1995.

Agreement between the Company and John Paul Stevenson dated November 23, 1998.

Agreement between the Company, Lorne Spence, Jacquie Bland and David Chapman dated January 28, 1999.

Agreement between the Company and Rolland Joseph Menard dated July 9, 2001.

Agreement between the Company and Noranda Incorporate on the Morrison Property dated April 19, 2004.

Agreement between the Company and Rolland Joseph Menard dated January 7, 2005.

EXCHANGE CONTROLS AND OTHER LIMITATIONS

AFFECTING SECURITY HOLDERS

Except as discussed in ITEM #9, the Company is not aware of any Canadian federal or provincial laws, decrees, or regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-Canadian holders of the common shares. There are no limitations on the right of non-Canadian owners to hold or vote the common shares imposed by Canadian federal or provincial law or by the charter or other constituent documents of the Company.

The Investment Canada Act (the "IC Ac t") governs acquisitions of Canadian business by a non-Canadian person or entity. The IC Act requires a non-Canadian (as defined in the IC Ac t) making an investment to acquire control of a Canadian business, the gross assets of which exceed certain defined threshold levels, to file an application for review with the Investment Review Division of Industry Canada. The IC Act provides, among other things, for a review of an investment in the event of acquisition of "control" in certain Canadian businesses in the following circumstances:

1. If the investor is a non-Canadian and is a national of a country belonging to the North American Free Trade Agreement ("NAFTA") and/or the World Trade Organization ("WTO") ("NAFTA or WTO National"), any direct acquisition having an asset value exceeding $179,000,000 is reviewable. This amount is subject to an annual adjustment on the basis of a prescribed formula in the IC Act to reflect inflation and real growth within Canada. This threshold level does not apply in certain sections of Canadian industry, such as uranium, financial services (except insurance), transportation services and cultural services (i.e. the publication, distribution or sale of books, magazines, periodicals (other than printing or typesetting businesses), music in print or machine readable form, radio, television, cable and satellite services; the publication, distribution, sale or exhibition of film or video recordings on audio or video music recordings), to which lower thresholds as prescribed in the IC Act are applicable.

2. If the investor is a non-Canadian and is not a NAFTA or WTO National, any direct acquisition having an asset value exceeding $5,000,000 and any indirect acquisition having an asset value exceeding $50,000,000 is reviewable.

3. If the investor is a non-Canadian and is NAFTA or WTO National, an indirect acquisition of control is reviewable if the value of the assets of the business located in Canada represents more than 50% of the asset value of the transaction or the business is involved in uranium, financial services, transportation services or cultural services (as set forth above).

Finally, certain transactions prescribed in the IC Act are exempted from review altogether.

In the context of the Company, in essence, three methods of acquiring control of a Canadian business are regulated by the IC Ac t: (i) the acquisition of all or substantially all of the assets used in carrying on business in Canada; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on business in Canada; or (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on business in Canada.

An acquisition of a majority of the voting shares of a Canadian entity, including a corporation, is deemed to be an acquisition of control under the IC Ac t. However, under the IC Ac t, there is a rebuttable presumption that control is acquired if one-third of the voting shares of a Canadian corporation or an equivalent undivided interest in the voting shares of such corporation are held by a non-Canadian person or entity. An acquisition of less than one-third of the voting shares of a Canadian corporation is deemed not to be an acquisition of control. An acquisition of less than a majority, but one-third or more, of the voting shares of a Canadian corporation is presumed to be an acquisition of control unless it can be established that, on the acquisition, the Canadian corporation is not, in fact, controlled by the acquirer through the ownership of voting shares. For partnerships, trusts, joint ventures or other unincorporated Canadian entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.

In addition, if a Canadian corporation is controlled by a non-Canadian, the acquisition of control of any other Canadian corporation by such corporation may be subject to the prior approval of the Investment Review Division, unless it can be established that the Canadian corporation is not in fact controlled by the acquirer through the ownership of voting shares.

Where an investment is reviewable under the IC Ac t, the investment may not be implemented unless it is likely to be of net benefit to Canada. If an applicant is unable to satisfy the Minister responsible for Industry Canada that the investment is likely to be of net benefit to Canada, the applicant may not proceed with the investment. Alternatively, an acquirer may be required to divest control of the Canadian business that is the subject of the investment.

In addition to the foregoing, the IC Act provides for formal notification under the IC Act of all other acquisitions of control by Canadian businesses by non-Canadian investors. The notification process consists of filing a notification within 30 days following the implementation of an investment, which notification is for information, as opposed to review, purposes.

TAXATION

The following summary of the material Canadian federal income tax consequences generally applicable in respect of the common stock reflects the Company’s opinion. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances. This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.

This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or “ITA”)and the Canada-United States Tax Convention (the “Tax Convention”) as at the date of the Registration Statement and the current administrative practices of Canada Customs and Revenue Agency. This summary does not take into account provincial income tax consequences.

Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

CANADIAN INCOME TAX CONSEQUENCES

Disposition of Common Stock.

The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares (“Common Shares”) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arm’s length with the Company.

Dividends

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

Disposition of Common Shares

A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted “taxable Canadian property” as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arm’s length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.

A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (“taxable capital gain”) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (“allowable capital loss”) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury Regulations, published Internal Revenue Service (“IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time. In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.

U.S. Holders

As used herein, a (“U.S. Holder”) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holder’s United States Federal taxable income by those individuals who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.

Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.

Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Foreign Tax Credit

For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Company’s gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a “foreign personal holding company.” In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.

The Company does not believe that it currently has the status of a “foreign personal holding company”. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.

Passive Foreign Investment Company

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which is held for the purpose of producing passive income.

Certain United States income tax legislation contains rules governing PFICs, which can have significant tax effects on U.S. shareholders of foreign corporations. These rules do not apply to non-U.S. shareholders. Section 1297 (a) of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (I) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the company is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. The taxation of a US shareholder who owns stock in a PFIC is extremely complex and is therefore beyond the scope of this discussion. Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.

Controlled Foreign Corporation

A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporation’s tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code. This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was “controlled”) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.

The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holder’s federal income tax liability.

Filing of Information Returns . Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.

Statement by Experts

The Company’s auditors for its financial statements as at January 31, 2005 and 2004 and for the years ended January 31, 2005, 2004 and 2003 was Davidson & Company LLP, Chartered Accountants. Their audit report is included with the related financial statements in this Registration Statement with their consent filed as an exhibit.

Documents on Display

All documents incorporated and referred by reference in this 20-F Registration Statement may be viewed at the Company’s Executive Office located at #1702 – 1166 Alberni Street, Vancouver, British Columbia.

Item 11. Disclosures about Market Risk

The company’s mineral properties are all currently at the exploration stage and the Company’s operations are limited to exploring those properties. Therefore, Pacific Booker’s market risks are minimal.

Competitive Environment

The Company competes with other mining companies for exploration properties, joint venture agreements and for the acquisition of attractive gold companies. There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.

Item 12. Description of Other Securities

Not Applicable

Part II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not Applicable

Item 14. Modifications of Rights of Securities Holders and

Use of Proceeds

Not Applicable

Item 15. Controls and Procedures

Not Applicable

Item 16. Reserved

Item 16A. Audit Committee Financial Expert

Not Applicable

Item 16B. Code of Ethics

Not Applicable

Item 16C. Principal Accountant Fees and Services

Not Applicable

Item 16D. Exemptions from Listing Standards for Audit Committees

Not Applicable

Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers

Not Applicable

Part III

Item 17. Financial Statements

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Registration Statement. The audit report of Davidson & Company LLP, Chartered Accountant, is included herein immediately preceding the financial statements.

Item 18. Financial Statements

The Company has elected to provide financial statements pursuant to ITEM #17.

Item 19. Exhibits

(A1) The financial statements thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Registration Statement. The audit report of Davidson & Company LLP, Chartered Accountants, for the audited financial statements is included herein immediately preceding the audited financial statements.

Audited Financial Statements

Independent Auditors Report, dated May 10, 2005

Balance Sheets at January 31, 2005 and 2004

Statements of Operations for the years ended January 31, 2005, 2004, and 2003.

Statements of Shareholders’ Equity for the years ended January 31, 2005, 2004, and 2003.

Statements of Cash Flows for the years ended January 31, 2005, 2004, and 2003.

Notes to Financial Statements

ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS (cont.)

(B) Index to Exhibits:



1. Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws

2. Instruments defining the rights of holders of the securities being registered *See Exhibit Number 1*
3. Voting Trust Agreements – N/A
4. Material Contracts 1. Option Agreement for Hearne Hill and Morrison between Booker Gold (now Pacific Booker Minerals) and Noranda Mining and Exploration dated October 22, 1997. 2. Agreement between the Company and Lorne Spence dated December 5, 1992. 3. Agreement between the Company and KCC 167 Holdings Ltd. dated July 4, 1995. 4. Agreement between the Company and Windbourne International Capital Management Ltd. dated June 15, 1995. 5. Agreement between the Company and John Paul Stevenson dated November 23, 1998. 6. Agreement between the Company, Lorne Spence, Jacquie Bland and David Chapman dated January 28, 1999. 7. Agreement between the Company and Rolland Joseph Menard dated July 9, 2001. 8. Agreement between the Company and Noranda Inc. dated April 19, 2004. 9. Agreement between the Company and Rolland Joseph Menard dated January 7, 2005.
5. List of Foreign Patents – N/A
6. Calculation of earnings per share – N/A
7. Explanation of calculation of ratios – N/A
8. List of Subsidiaries – N/A
9. Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A
10.Other documents Information Circular and Proxy Material for the Annual & Extraordinary General Meeting Scheduled held on June 24, 2005 Copy of Stock Option Plan Charter of the Nominating and Corporate Governance Committee Charter of the Audit and Finance Committee Copy of the Corporate Disclosure Control System Consent of Davidson & Company, Independent Auditor, dated July 13, 2005

PACIFIC BOOKER MINERALS INC.

FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 200 5

D AVIDSON & C OMPANY LLP _{Chartered Accountants} ^{A Partnership of Incorporated Professionals}

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of

Pacific Booker Minerals Inc.

We have audited the balance sheets of Pacific Booker Minerals Inc. as at January 31, 2005 and January 31, 2004 and the statements of operations, shareholders' equity and cash flows for the years ended January 31, 2005, 2004 and 2003. 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 and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2005 and January 31, 2004 and the results of its operations and cash flows for the years ended January 31, 2005, 2004 and 2003 in accordance with Canadian generally accepted accounting principles.

"DAVIDSON & COMPANY LLP"

Vancouver, Canada	Chartered Accountants

May 10, 2005

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA –

U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the financial statements. Our report to the shareholders dated May 10, 2005 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the financial statements.

"DAVIDSON & COMPANY LLP"

Vancouver, Canada	Chartered Accountants

May 10, 2005

A Member of SC INTERNATIONAL

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6

Telephone (604) 687-0947 Fax (604) 687-6172

PACIFIC BOOKER MINERALS INC.

BALANCE SHEETS

(Expressed in Canadian Dollars)

AS AT JANUARY 31

	2005	2004



ASSETS


Current
Cash and cash equivalents	$ 443,754	$ 20,428
Receivables	107,731	288,108
Exploration advances	225,000	291,044
Prepaids and deposits	5,543	27,074

Total current assets	782,028	626,654

Mineral property interests (Note 3)	5,698,500	1,336,000

Deferred exploration costs (Note 4)	12,373,828	11,589,735

Property and equipment (Note 5)	18,223	25,063

Reclamation deposits	72,500	72,500

Total assets	$ 18,945,079	$ 13,649,952

- Continued -

PACIFIC BOOKER MINERALS INC.

BALANCE SHEETS

(Expressed in Canadian Dollars)

AS AT JANUARY 31

	2005	2004

*Continued…*



LIABILITIES AND SHAREHOLDERS' EQUITY


Current
Accounts payable and accrued liabilities	$ 222,249	$ 326,058
Amounts owing to related parties (Note 6)	15,953	133,134
Obligations under capital leases	-	588
Current portion of long term liabilities	1,000,000	-

Total current liabilities	1,238,202	459,780

Long term liabilities (Note 7)	1,500,000	-

Total liabilities	2,738,202	459,780

Shareholders' equity
Capital stock (Note 8)
Authorized:
100,000,000 common shares without par value
Issued and outstanding
6,008,789 common shares (2004 – 5,144,259)	20,274,104	16,866,929
Share subscriptions received in advance (Note 15)	574,775	275,400
Contributed surplus (Note 8)	212,914	-
Deficit	(4,854,916 )	(3,952,157 )

Total shareholders’ equity	16,206,877	13,190,172

Total liabilities and shareholders’ equity	$ 18,945,079	$ 13,649,952

Nature and continuance of operations (Note 1)

Commitment (Note 13)

Subsequent event (Note 15)

On behalf of the Board:

“J. Paul Stevenson”

Director

“Perry Munton”

Director

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

PACIFIC BOOKER MINERALS INC.

STATEMENTS OF OPERATIONS

(Expressed in Canadian Dollars)

YEAR ENDED JANUARY 31

	2005	2004	2003



GENERAL AND ADMINISTRATIVE EXPENSES
Amortization	$ 3,869	$ 4,405	$ 5,128
Consulting fees	6,030	-	24,287
Consulting fees – related party (Note 9)	45,200	14,000	14,400
Filing and transfer agent fees	43,188	19,886	17,630
Foreign exchange loss (gain)	(50,026)	21,626	7,434
Investor relations fees	34,823	33,051	135,939
Investor relations – related party (Note 9)	78,000	78,000	78,000
Office and miscellaneous	37,110	29,103	24,044
Office rent	57,458	53,582	44,212
Professional fees (Note 9)	117,506	79,293	55,268
Shareholder information and promotion	21,137	12,936	13,839
Stock-based compensation (Note 8)	212,914	-	-
Telephone	12,269	11,339	12,910
Travel	50,526	43,191	29,287
Write-off of accounts payable	(31,322)	-	-
Write-off of exploration advances	20,044	-	-
Overhead expenses charged to exploration (Note 4)	-	(81,787 )	(157,128 )

Loss before other items	(658,726 )	(318,625 )	(305,250 )


OTHER ITEMS
Interest income	5,967	2,119	2,930
Write-off of mineral property interests (Note 3)	(250,000)	(10,735)	-

Total other items	(244,033)	(8,616)	2,930


Loss for the year	$ (902,759)	$ (327,241)	$ (302,320)


Basic and diluted loss per common share	$ (0.16)	$ (0.06)	$ (0.06)


Weighted average number of common shares outstanding	5,714,090	5,087,736	4,694,593

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

PACIFIC BOOKER MINERALS INC.

STATEMENT OF SHAREHOLDERS’ EQUITY

(Expressed in Canadian Dollars)


	Number of Shares	Price	Amount	Share Subscriptions Received in Advance	Contributed Surplus	Deficit	Total



Balance, January 31, 2002	4,317,567		$ 13,935,270	$ -	$ -	$(3,322,596)	$ 10,612,674
Private placements	323,000	4.30	1,390,125	-	-	-	1,390,125
Exercise of stock options	112,562	1.19	133,790	-	-	-	133,790
Exercise of warrants	197,000	3.10	611,000	-	-	-	611,000
Mineral property interests	20,000	3.90	78,000	-	-	-	78,000
Loss for the year	-		-	-	-	(302,320 )	(302,320 )

Balance, January 31, 2003	4,970,129		16,148,185	-	-	(3,624,916)	12,523,269
Private placement	127,186	4.00	508,744	-	-	-	508,744
Exercise of warrants	2,500	4.00	10,000	-	-	-	10,000
Settlement of accounts payable	44,444	4.50	200,000	-	-	-	200,000
Share subscriptions received	-		-	275,400	-	-	275,400
Loss for the year	-		-	-	-	(327,241 )	(327,241 )


Balance, January 31, 2004	5,144,259		16,866,929	275,400	-	(3,952,157)	13,190,172
Private placements	597,530	3.94	2,356,675	(275,400)	-	-	2,081,275
Exercise of stock options	15,000	2.00	30,000	-	-	-	30,000
Exercise of warrants	2,000	4.00	8,000	-	-	-	8,000
Mineral property interests	250,000	4.05	1,012,500	-	-	-	1,012,500
Share subscriptions received	-		-	574,775	-	-	574,775
Stock-based compensation	-		-	-	212,914	-	212,914
Loss for the year	-		-	-	-	(902,759 )	(902,759 )

Balance, January 31, 2005	6,008,789		$ 20,274,104	$ 574,775	$ 212,914	$ (4,854,916)	$ 16,206,877

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

PACIFIC BOOKER MINERALS INC.

STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

YEAR ENDED JANUARY 31

	2005	2004	2003

CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$ (902,759)	$ (327,241)	$ (302,320)
Items not affecting cash:
Amortization	3,869	4,405	5,128
Stock-based compensation	212,914	-	-
Write-off of accounts payable	(31,322)	-	-
Write-off of exploration advances	20,044	-	-
Write-off of mineral property interests and deferred exploration costs	250,000	10,735	-

Changes in non-cash working capital items:
(Increase) decrease in receivables	180,377	145,324	(106,390)
(Increase) decrease in prepaids and deposits	21,531	23,354	(45,598)
Increase (decrease) in accounts payable and accrued liabilities	(172,487)	111,141	(333,333)
Increase (decrease) in amounts owing to related parties	(80,481)	72,446	(70,084)

Net cash provided by (used in) operating activities	(498,314)	40,164	(852,597 )

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock	2,119,275	518,744	2,134,915
Share subscriptions received in advance	574,775	275,400	-
Due to related parties	(36,700)	36,700	-
Obligations under capital leases	(588 )	(2,433 )	(2,691 )

Net cash provided by financing activities	2,656,762	828,411	2,132,224

CASH FLOWS FROM INVESTING ACTIVITIES
Mineral property interests and deferred exploration costs (net of recovery)	(1,760,122)	(896,558)	(1,228,667)
Restricted cash	-	37,500	(37,500)
Exploration advances	25,000	(1,917)	(2,538)
Purchase of property and equipment	-	(4,439 )	(13,681 )

Net cash used in investing activities	(1,735,122 )	(865,414 )	(1,282,386 )

Change in cash and cash equivalents during the year	423,326	3,161	(2,759)

Cash and cash equivalents, beginning of year	20,428	17,267	20,026

Cash and cash equivalents, end of year	$ 443,754	$ 20,428	$ 17,267

Cash paid for interest	$ 618	$ 271	$ 726
Cash paid for income taxes	-	-	-

Supplemental disclosure with respect to cash flows (Note 10)

The accompanying notes are an integral part of these financial statements

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated under the Company Act of British Columbia and its principal business activity is the exploration of its mineral property interests, with its principal mineral property interests located in Canada.

At the date of these financial statements, the Company has not been able to identify a known body of commercial grade ore on any of its mineral property interests. The ability of the Company to realize the costs it has incurred to date on these mineral property interests is dependent upon the Company being able to identify a commercial ore body, to finance its exploration costs and to resolve any environmental, regulatory or other constraints which may hinder the successful development of the mineral property interest. To date, the Company has not earned significant revenues and is considered to be in the exploration stage.

These financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing through alliances with financial, exploration and mining entities, or other business and financial transactions which would assure continuation of the Company’s operations and exploration programs. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the balance sheets.

	2005	2004

Working capital/(deficiency)	$ (456,174)	$ 166,874
Deficit	(4,854,916)	(3,952,157)

SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). The significant accounting policies adopted by the Company are as follows:

Use of estimates

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

Foreign currency translation

The monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the balance sheet date and non-monetary items are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in the statement of operations.

Cash and cash equivalents

Cash and cash equivalents consists of cash on hand and highly liquid investments with original maturities of three months or less.

Allowance for receivables

The Company establishes an allowance for receivables on a specific account basis. No allowance for receivables was recorded by the Company as at January 31, 2005 and 2004.

Mineral property interests and deferred exploration costs

The Company records mineral property interests, which consist of the right to explore for mineral deposits, at cost. The Company records deferred exploration costs, which consist of costs attributable to the exploration of mineral property interests, at cost. All direct and indirect costs relating to the acquisition and exploration of these mineral property interests are capitalized on the basis of specific claim blocks until the mineral property interests to which they relate are placed into production, the mineral property interests are disposed of through sale or where management has determined there to be an impairment. If a mineral property interest is abandoned, the mineral property interest and deferred exploration costs will be written off to operations in the period of abandonment.

On an ongoing basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the subject mineral property interest. Management’s determination for impairment is based on: i) whether the Company’s exploration programs on the mineral property interests have significantly changed, such that previously identified resource targets are no longer being pursued; ii) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future or iii) whether remaining lease terms are insufficient to conduct necessary studies or exploration work. As at January 31, 2005 and 2004, management believes that no impairment relating to the mineral property interests and deferred exploration costs was required.

The recorded cost of mineral property interests and deferred exploration costs is based on cash paid and the value of share consideration issued for mineral property interest acquisitions and exploration costs incurred. The recorded amount may not reflect recoverable value as this will be dependent on future development programs, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

Cost recoveries consist of mining tax credits from the Province of British Columbia. Claims for tax credits are accrued upon the Company attaining reasonable assurance of collection from Canada Revenue Agency and from the Province of British Columbia. As at January 31, 2005 and 2004, cost recoveries related solely to the Morrison claims and are recorded as a cost recovery of deferred exploration costs.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

Mineral property interests and deferred exploration costs (cont'd…)

Canadian GAAP Conflict in Accounting for Mineral Property Interests and Deferred Exploration Costs

Although the Company believes its accounting policy is appropriate and consistent with Canadian GAAP, there was an alternative interpretation of Canadian GAAP that would consider them to be intangible assets as a result of the issuance of CICA Handbook Section 1581 “Business Combinations” (“HB 1581”) and CICA Handbook Section 3062 “Goodwill and Other Intangible Assets” (“HB 3062”).

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

Mineral property interests and deferred exploration costs (cont'd…)

Canadian GAAP Conflict in Accounting for Mineral Property Interests and Deferred Exploration Costs (cont’d...)

In September 2004, the CICA amended the guidance in HB 3062 to remove the example of mineral rights as this reference may have implied that mineral rights are necessarily an intangible asset. This amendment confirmed the Company’s current method of accounting for mineral property interests. Unless such alternative guidance is provided, the Company expects to continue accounting for these assets as tangible assets.

Cost of maintaining mineral property interests

The Company does not accrue the estimated future costs of maintaining its mineral property interests in good standing.

Asset retirement obligation

CICA Handbook Section 3110 “Asset Retirement Obligations” (“Section 3110”) is effective for years beginning on or after January 1, 2004. Section 3110 requires recognition of a liability at its fair value for the obligation associated with the retirement of a tangible long-lived asset. A corresponding asset retirement cost would be added to the carrying amount of the related asset and amortized to expense over the useful life of the asset. The Company has determined that there are no asset retirement obligations at January 31, 2005.

Property and equipment

Property and equipment are recorded at cost. The Company provides for amortization annually as follows:

Automobile	30% declining balance
Computer equipment	30% declining balance
Office furniture and equipment	20% declining balance
Trailers	30% declining balance

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

Stock-based compensation

The Company grants options in accordance with the policies of the TSX Venture Exchange (“TSX-V”). Effective February 1, 2002, the Company adopted the CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments” (“Section 3870”) which recommended a fair value-based methodology for measuring compensation costs. Section 3870 also permitted, and the Company adopted, the use of the intrinsic value-based method, which recognizes compensation cost for awards to employees only when the market price exceeds the exercise price at date of grant, but requires pro-forma disclosure of earnings and earnings per share as if the fair value method had been adopted. The granting of stock options to non-employees and direct awards of stock to employees and non-employees is accounted for using the fair value method of accounting.

During the year ended January 31, 2004, the Company adopted, on a prospective basis, the fair value-based method of accounting for all stock-based compensation.

Loss per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the year. The weighted average number of common shares outstanding for the year ended January 31, 2005 do not include the 974,716 (2004 – 447,686; 2003 – 458,000) warrants outstanding and the 1,135,000 (2004 – 474,000; 2003 – 474,000) stock options outstanding.

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

Future income taxes

Future income taxes are recorded using the asset and liability method. Under the asset and liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

Flow-through common shares

Resource expenditure deductions for income tax purposes related to exploration activities funded by flow-through share arrangements are renounced to investors in accordance with Canadian income tax legislation. To the extent that the future tax liabilities created by the renunciation exceed the future tax assets available, the Company records a reduction in capital stock for the estimated tax benefits transferred to shareholders.

Effective March 19, 2004, the Company adopted Emerging Issues Committee 146 “Flow-Through Shares” that dictates the accounting treatment on renunciation of the tax deductibility of the qualifying expenditures that give rise to taxable temporary differences. The change in accounting policy was applied prospectively. When the Company renounces flow-through expenditures, a portion of the Company’s future income tax assets that were not recognized in previous years, due to the recording of a valuation allowance, will be recognized as a recovery of future income taxes in the statement of operations.

MINERAL PROPERTY INTERESTS

Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims. The Company has investigated title to all of its mineral property interests and, to the best of its knowledge, title to all of its interests are in good standing. The mineral property interests in which the Company has committed to earn an interest are located in Canada.

2005	Hearne Hill claims, Canada	Morrison claims, Canada	Copper claims, Canada	CUB claims, Canada	Bingo claims, Argentina	Total

Balance, beginning of year	$ 946,000	$ 140,000	$ 130,000	$ 120,000	$ -	$ 1,336,000

Additions
Royalty payment	100,000	1,000,000	-	-	-	1,100,000
Long term liabilities	-	2,500,000	-	-	-	2,500,000
Capital stock issued	-	1,012,500	-	-	-	1,012,500

	100,000	4,512,500	-	-	-	4,612,500

Write-offs	-	-	(130,000)	(120,000)	-	(250,000)

Balance, end of year	$ 1,046,000	$ 4,652,500	$ -	$ -	$ -	$ 5,698,500

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

MINERAL PROPERTY INTERESTS (cont'd…)

2004	Hearne Hill claims, Canada	Morrison claims, Canada	Copper claims, Canada	CUB claims, Canada	Bingo claims, Argentina	Total

Balance, beginning of year	$ 846,000	$ 140,000	$ 130,000	$ 120,000	$ 10,000	$ 1,246,000

Additions
Royalty payment	100,000	-	-	-	-	100,000

	100,000	-	-	-	-	100,000

Write-offs	-	-	-	-	(10,000)	(10,000)

Balance, end of year	$ 946,000	$ 140,000	$ 130,000	$ 120,000	$ -	$ 1,336,000

Hearne Hill claims

The Company holds a 100% interest in the Hearne Hill claims located in the Omineca District of the Province of British Columbia (“B.C.”). The Company is required to pay advance royalty payments of $100,000 per annum. The royalty payments may offset any net smelter royalty obligations. The optionor retains a 4% net smelter returns ("NSR") royalty which may be acquired by the Company for a cash payment of $2,000,000.

The Company has met its requirements to maintain its registered interest in the mineral claims with the Province of B.C. until 2007 and there are no other payments required until that year.

Morrison claims

During the year ended January 31, 1998, the Company signed a letter of agreement with Noranda Mining and Exploration Inc. ("Noranda") pertaining to an option agreement for the Morrison claims adjacent to the Company’s 100% interest in the Hearne Hill claims in the Omineca District of B.C.

Under the terms of the agreement, the Company may earn a 50% interest in the Morrison claims by incurring exploration costs of $2,600,000 over a period of five years and delivering a bankable feasibility study. As part of the exploration costs, it was agreed that the Company could charge 15% of eligible exploration costs incurred each year as an overhead fee. To date the Company has complied with the terms of the agreement in regards to exploration costs, and is now in the process of complying with the delivery of a bankable feasibility study.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

MINERAL PROPERTY INTERESTS (cont’d...)

Morrison claims (cont’d...)

On April 19, 2004, the Company and Noranda amended the original agreement whereby Noranda agreed to sell its remaining 50% interest to the Company such that the Company would have a 100% interest in the Morrison claims. In order to obtain the remaining 50% interest, the Company agreed to:

on or before June 19, 2004, pay $1,000,000 to Noranda (paid), issue 250,000 common shares to Noranda (issued) and issue 250,000 share purchase warrants to Noranda exercisable at $4.05 per share until June 5, 2006 (issued);

ii)

pay $1,000,000 to Noranda on or before October 19, 2005 (accrued);

iii)

pay $1,500,000 to Noranda on or before April 19, 2007 (accrued); and

iv)

issue to Noranda 250,000 common shares on or before commencement of commercial production.

In the event the trading price of the Company’s common shares is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.

The Company accrued the amounts per items ii) and iii) above as the agreement with Noranda stipulates that to ensure that Noranda will receive full payment for the mineral claims, the Company has agreed to execute a re-transfer of its 100% interest to Noranda if the Company fails to comply with the terms of the agreement. This transfer is held by a mutually acceptable third party.

The Company has also acquired a 100% interest in certain mineral claims adjacent to the Morrison, subject to 1.5% NSR royalty.

The Company has met its requirements to maintain its registered interest in the mineral claims with the Province of B.C. until 2007 and there are no other payments required until that year.

On January 7, 2005, the Company signed an agreement to acquire an option for a 100% interest in additional claims in the Omineca District of B.C. As consideration, the Company agreed to issue 45,000 common shares (issued subsequent to year end).

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

MINERAL PROPERTY INTERESTS (cont’d...)

Copper claims

The Company holds a 100% interest in certain mineral claims located in the Granisle area of B.C., subject to a 3% NSR royalty. These claims are located near the Hearne Hill and Morrison claims.

The Company has met its requirements to maintain its registered interest in the mineral claims with the Province of B.C. until 2007 and there are no other payments required until that year. During the year ended January 31, 2005, management decided not to continue with these claims and therefore, the amounts were written-off to operations.

CUB claims

The Company holds a 100% interest in certain mineral claims located in the Granisle area of B.C., subject to a 3% NSR royalty. These claims are located near the Hearne Hill and Morrison claims.

Bingo claims

The Company held a 100% interest in mineral claims located in the Province of San Juan in Argentina. During the year ended January 31, 2004, management decided not to continue with these claims and therefore the acquisition costs and deferred exploration costs were written-off.

DEFERRED EXPLORATION COSTS

2005	Hearne Hill claims, Canada	Morrison claims, Canada	Bingo claims, Argentina	Total

Balance, beginning of year	$ 6,675,278	$ 4,914,457	$ -	$ 11,589,735

Deferred exploration costs
Additions
Amortization	367	2,604	-	2,971
Assays	-	175	-	175
Geological and geophysical	500	3	-	503
Staking	840	-	-	840
Sub-contracts and labour	24,598	35,289	-	59,887
Sub-contracts and labour-related parties	1,600	1,400	-	3,000
Supplies and camp	-	18,357	-	18,357
Travel	38	7,146	-	7,184

- Continued -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

DEFERRED EXPLORATION COSTS (cont’d…)

2005	Hearne Hill claims, Canada	Morrison claims, Canada	Bingo claims, Argentina	Total
Continued…

Community consultation
Geological and geophysical	-	106	-	106
Promotion and education	-	448	-	448
Sub-contracts and labour	-	19,350	-	19,350
Sub-contracts and labour-related parties	-	33,600	-	33,600
Supplies and general	-	648	-	648
Travel	-	3,477	-	3,477
Environmental
Assays	-	28,526	-	28,526
Geological and geophysical	-	138,247	-	138,247
Sub-contracts and labour	-	55,156	-	55,156
Sub-contracts and labour-related parties	-	10,000	-	10,000
Supplies and general	-	41,381	-	41,381
Travel	-	8,972	-	8,972
Geotechnical and hydrological
Assays	-	5,030	-	5,030
Geological and geophysical	-	16,686	-	16,686
Sub-contracts and labour	-	21,603	-	21,603
Sub-contracts and labour-related parties	-	200	-	200
Supplies and general	-	14,242	-	14,242
Travel	-	1,845	-	1,845
Scoping/Feasibility study
Geological and geophysical	-	226,598	-	226,598
Sub-contracts and labour	-	19,353	-	19,353
Sub-contracts and labour-related parties	-	44,600	-	44,600
Supplies and general	-	2,912	-	2,912
Travel	-	3,282	-	3,282

	27,943	761,236	-	789,179
Costs recovered	-	(5,086)	-	(5,086)

Total deferred exploration costs for the year	27,943	756,150	-	784,093

Balance, end of year	$ 6,703,221	$ 5,670,607	$ -	$ 12,373,828

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

DEFERRED EXPLORATION COSTS (cont’d…)

2004	Hearne Hill claims, Canada	Morrison claims, Canada	Bingo claims, Argentina	Total

Balance, beginning of year	$ 6,661,995	$ 4,023,020	$ 735	$ 10,685,750

Deferred exploration costs
Additions
Amortization	525	3,720	-	4,245
Assays	670	27,666	-	28,336
Drilling	-	206,019	-	206,019
General and administrative	-	81,787	-	81,787
Geological and geophysical	150	15,017	-	15,167
Staking	8,400	1,580	-	9,980
Sub-contracts and labour	3,538	192,841	-	196,379
Sub-contracts and labour-related parties	-	12,800	-	12,800
Supplies and camp	-	106,409	-	106,409
Travel	-	15,410	-	15,410
Community consultation
Geological and geophysical	-	856	-	856
Promotion and education	-	529	-	529
Sub-contracts and labour	-	21,641	-	21,641
Sub-contracts and labour-related parties	-	34,800	-	34,800
Supplies and general	-	1,289	-	1,289
Travel	-	7,360	-	7,360
Environmental
Assays	-	875	-	875
Geological and geophysical	-	11,300	-	11,300
Sub-contracts and labour	-	5,134	-	5,134
Sub-contracts and labour-related parties	-	6,800	-	6,800
Supplies and general	-	1,926	-	1,926
Travel	-	781	-	781
Geotechnical and hydrological
Geological and geophysical	-	10,116	-	10,116
Sub-contracts and labour	-	20,560	-	20,560
Supplies and general	-	2,480	-	2,480
Travel	-	654	-	654
Marketing factors
Sub-contracts and labour	-	7,500	-	7,500
Metallurgical
Sub-contracts and labour	-	200	-	200
Scoping/Feasibility study
Assays	-	1,516	-	1,516
Geological and geophysical	-	45,952	-	45,592
Promotion and education	-	408	-	408
Sub-contracts and labour	-	62,803	-	62,803
Sub-contracts and labour-related parties	-	60,800	-	60,800
Supplies and general	-	14,516	-	14,516
Travel	-	7,752	-	7,752

	13,283	991,437	-	1,004,720
Write-off	-	-	(735)	(735)
Costs recovered	-	(100,000)	-	(100,000)

Total deferred exploration costs for the year	13,283	891,437	(735)	903,985

Balance, end of year	$ 6,675,278	$ 4,914,457	$ -	$ 11,589,735

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

PROPERTY AND EQUIPMENT

	Cost	Accumulated Amortization	Net Book Value

January 31, 2005
Trailers	$ 25,000	$ 24,142	$ 858
Automobile	24,681	18,606	6,075
Office furniture and equipment	32,573	27,143	5,430
Computer equipment	21,501	15,641	5,860

	$ 103,755	$ 85,532	$ 18,223

	Cost	Accumulated Amortization	Net Book Value

January 31, 2004
Trailers	$ 25,000	$ 23,775	$ 1,225
Automobile	24,681	16,002	8,679
Office furniture and equipment	36,208	26,331	9,877
Computer equipment under capital lease	17,866	12,584	5,282

	$ 103,755	$ 78,692	$ 25,063

AMOUNTS OWING TO RELATED PARTIES

Amounts owing to related parties consists of services rendered of $15,953 (2004 - $96,434) and cash advanced of $Nil (2004 - $36,700). These amounts are non-interest bearing, unsecured and have no fixed terms of repayment.

LONG TERM LIABILITIES

	2005	2004

Due to Noranda (Note 3), non-interest bearing, secured by title to related mineral property interest and payable in the following installments: $1,000,000 by October 19, 2005 and $1,500,000 by April 19, 2007.	$ 2,500,000	$ -

Current portion of long term liabilities	(1,000,000)	-

Long term liabilities	$ 1,500,000	$ -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

CAPITAL STOCK

Stock options

During the fiscal year ended January 31, 2004, the Company adopted a fixed stock option plan whereby the Company can reserve approximately 20% of its outstanding shares for issuance to officers and directors, employees and consultants. Under the plan, the exercise price of each option equals the market price of the Company’s stock as calculated on the date of grant. These options can be granted for a maximum term of 5 years, and are subject to a vesting provision whereby 12.5% are exercisable on the date of the grant and 12.5% become exercisable every three months thereafter. All options will be vested after twenty one months.

Stock option transactions are summarized as follows:

	2005		2004		2003
	Number of Options	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price

Outstanding, beginning of year	474,000	$ 4.91	474,000	$ 4.91	127,562	$ 1.28
Granted	676,000	3.87	-	-	459,000	5.00
Exercised	(15,000)	2.00	-	-	(112,562 )	1.19

Outstanding, end of year	1,135,000	$ 4.33	474,000	$ 4.91	474,000	$ 4.91

Options exercisable, end of year	628,000	$ 4.69	474,000	$ 4.91	474,000	$ 4.91

Weighted average fair value of options granted	-	$ 1.26	-	$ -	-	$ 1.71

The following stock options were outstanding at January 31, 2005:

Number of Shares	Exercise Price	Expiry Date

459,000	$ 5.00	July 2, 2007
676,000	3.87	October 13, 2009

Stock-based compensation

Total stock-based compensation for the fair value of stock options granted during the year ended January 31, 2005 was $851,657 (2004 – $Nil; 2003 – $Nil). The stock-based compensation will be recognized over their vesting period.

Total stock-based compensation recognized during the year ended January 31, 2005 was $212,914 (2004 – $Nil; 2003 – $Nil) which has been recorded in the statements of operations as stock-based compensation with corresponding contributed surplus recorded in shareholders' equity.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

CAPITAL STOCK (cont’d…)

Stock-based compensation (cont’d…)

During the year ended January 31, 2003, the Company used the intrinsic value method to calculate stock-based compensation. Had the compensation costs been determined based on the fair value of the options at the grant date using the Black-Scholes option pricing model, additional compensation expense would have been recorded in the statement of operations, with pro-forma results as presented below.


Loss as reported		$ (302,320)
Compensation expense under Section 3870		(785,431 )

Pro-forma loss		$ (1,087,751 )

Pro-forma basic and diluted loss per common share		$ (0.23)

The following assumptions were used for the Black-Scholes valuation of stock options granted during the year:

	2005	2004	2003

Risk-free interest rate	3.21%	-	3.82%
Expected life of options	2 years	-	2 years
Annualized volatility	40.21%	-	65%
Dividends	0.00%	-	0.00%

Warrants

Warrant transactions are summarized as follows:

	2005	2004	2003

Balance, beginning of year	447,686	458,000	491,000
Issued	847,530	127,186	323,000
Exercised	(2,000)	(2,500)	(197,000)
Expired	(318,500 )	(135,000 )	(159,000 )

Balance, end of year	974,716	447,686	458,000

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

CAPITAL STOCK (cont’d…)

Warrants (cont’d…)

The following share purchase warrants were outstanding and exercisable at January 31, 2005:

Number of Warrants	Exercise Price	Expiry Date

127,186	$ 4.00	June 26, 2005
300,000	4.30	February 27, 2006
23,000	4.50	April 22, 2006
250,000	4.05	June 5, 2006
115,000	4.05	July 9, 2006
82,500	4.25	October 12, 2006
77,030	4.15	January 7, 2007

RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related parties:

Paid $48,800 (2004 - $64,000; 2003 - $63,600) to a director for consulting services which have been capitalized to subcontracts on the Morrison claims and paid $30,000 (2004 - $14,000; 2003 - $14,400) to the same director for general consulting services.

Paid $78,000 (2004 - $78,000; 2003 - $78,000) to a director for investor relations activities.

Paid $42,600 (2004 - $51,200; 2003 - $48,400) to a company controlled by a common director for engineering consulting which was capitalized to subcontracts on the Morrison and Hearne Hill claims and paid $15,200 (2004 - $Nil; 2003 - $Nil) to the same director for general consulting services.

Issued Nil (2004 - Nil; 2003 - 102,562) common shares for a total cash consideration of $Nil (2004 - $Nil; 2003 - $107,690) pursuant to the exercise of directors’ stock options.

Paid $22,050 (2004 - $4,380; 2003 - $4,380) to an accounting firm in which a partner is a director of the Company for professional fees.

Recognized stock-based compensation of $167,244 (2004 - $Nil; 2003 - $Nil) to directors of the Company.

These transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties unless otherwise noted.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

10 .

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

The significant non-cash transactions for the year ended January 31, 2005 were as follows:

a) The Company issued 250,000 common shares, in respect of the Company’s Morrison property agreement, at a value of $1,012,500.

The Company recorded $2,500,000 of acquisition costs as mineral property interests with a corresponding amount recorded as long term liabilities.

The Company recorded $100,000 of royalty payments as mineral property interests with a corresponding amount recorded as accounts payable.

The Company expended exploration advances of $21,000 to deferred exploration costs.

The Company recorded $2,971 of amortization expense on property and equipment as deferred exploration costs.

The significant non-cash transactions for the year ended January 31, 2004 were as follows:

The Company issued 44,444 common shares to settle $200,000 of royalty payments from prior years included in accounts payable.

The Company recorded $100,000 of royalty payments as mineral property interests with a corresponding amount recorded as accounts payable.

The Company expended exploration advances of $3,917 to deferred exploration costs.

The Company recorded $4,245 of amortization expense on property and equipment as deferred exploration costs.

The significant non-cash transactions for the year ended January 31, 2003 were as follows:

The Company issued 20,000 common shares, in respect of the Company’s Hearne Hill property agreement, at a value of $78,000.

The Company recorded $100,000 of royalty payments as mineral property interests with a corresponding amount recorded as accounts payable.

The Company expended exploration advances of $8,522 to deferred exploration costs.

The Company recorded $3,132 of amortization expense on property and equipment as deferred exploration costs.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

11.

INCOME TAXES

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

	2005	2004	2003

Loss for the year	$ (902,759)	$ (327,241)	$ (302,320)

Income tax recovery at statutory rates	$ (321,382)	$ (116,498)	$ (113,672)
Amortization	1,377	1,568	1,928
Non-deductable items	160,782	3,822	-
Unrecognized benefit of non-capital losses	159,223	111,108	111,744

Total income tax recovery	$ -	$ -	$ -

The significant components of the Company's future income tax assets and liabilities are as follows:

	2005	2004	2003

Future income tax assets:
Property and equipment	$ 29,000	$ 28,000	$ 21,192
Mineral property interests and deferred exploration costs	274,000	193,000	201,560
Non-capital losses carried forward	540,000	378,000	-

	843,000	599,000	222,752

Future income tax liability:
Deferred exploration costs renounced	(9,000)	-	(14,100 )

	834,000	599,000	208,652
Valuation allowance	(834,000 )	(599,000 )	(208,652 )

Net future income tax assets	$ -	$ -	$ -

During the year ended January 31, 2005, the Company issued 6,030 common shares on a flow-through basis for gross proceeds of $25,024 which was renounced subsequent to the year ended January 31, 2005. The flow-through agreement requires the Company to expend $25,024 by December 31, 2005 on Canadian exploration expenditures or development expenditures incurred on the Company’s mineral property interests.

During the year ended January 31, 2003, the Company issued 10,000 common shares on a flow-through basis for gross proceeds of $37,500 which was renounced during the year ended January 31, 2004. The flow-through agreement required the Company to expend $37,500 by December 31, 2003 on Canadian exploration expenditures incurred on the Company’s mineral property interests.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

11.

INCOME TAXES (cont’d…)

The Company has non-capital losses of approximately $1,500,000 available for deduction against future taxable income. These losses, if not utilized will expire commencing in 2009. Future tax benefits which may arise as a result of these non-capital losses and other tax assets have not been recognized in these financial statements and have been offset by a valuation allowance.

12.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents, receivables, exploration advances, reclamation deposits, accounts payable and accrued liabilities, amounts owing to related parties and long term liabilities. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

The Company has its cash in primarily one commercial bank with a high credit standing in Vancouver, British Columbia, Canada.

The Company’s receivables are amounts due from the Canada Revenue Agency and from the Province of British Columbia.

The Company is required from time to time to advance funds to independent contractors who perform exploration services on the mineral property interests. These independent contractors require the Company to advance the funds as protection against any possible losses that could occur if the Company did not meet its obligations. As the contractors perform exploration work, the exploration advances are deducted from any amounts owed to the contractor and the exploration advances are reduced accordingly with a corresponding charge to deferred exploration costs.

The Company’s reclamation deposit is secured as a term deposit with its primary bank and interest is paid on an annual basis to the Company.

13.

COMMITMENT

The Company has entered into an operating lease agreement for office premises. The annual lease commitment under the lease is as follows:

2006	$ 51,254
2007	12,813

Total	$ 64,067

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

14.

SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operation decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. All of the Company’s operations are within the mining sector. The Company’s mining operations are centralized whereby the Company’s head office is responsible for the exploration results and to provide support in addressing local and regional issues. As at January 31, 2005 and 2004, the Company’s current mineral property interests and deferred exploration costs are all located in Canada (Notes 3 and 4).

The segments’ accounting policies are the same as those described in the summary of significant accounting policies except that expenses and other items are not allocated to the individual operating segments when determining profit or loss, but are rather attributed to the corporate head office in Canada.

15.

SUBSEQUENT EVENT

Subsequent to year end, the Company completed a non-brokered private placement of 228,000 units at $4.15 per unit. Each unit is comprised of one common share and one share purchase warrant. Each share purchase warrant will entitle the holder to purchase an additional common share at a price of $4.15 per share on or before March 11, 2007. At January 31, 2005, the Company had received share subscriptions of $574,775 related to this non-brokered private placement.

16.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES

These financial statements have been prepared in accordance with Canadian GAAP. Material variations in the accounting principles, practices and methods used in preparing these financial statements from principles, practices and methods accepted in the United States (“United States GAAP”) are described and quantified below.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

16.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd…)

Balance sheets

The impact of the differences between Canadian GAAP and United States GAAP on the balance sheets would be as follows:

	2005			2004
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP

Current assets	$ 782,028	$ -	$ 782,028	$ 626,654	$ -	$ 626,654
Mineral property interests	5,698,500	(5,698,500)	-	1,336,000	(1,336,000)	-
Deferred exploration costs	12,373,828	(12,373,828)	-	11,589,735	(11,589,735)	-
Property and equipment	18,223	-	18,223	25,063	-	25,063
Reclamation deposits	72,500	-	72,500	72,500	-	72,500

	$ 18,945,079	$ (18,072,328)	$ 872,751	$ 13,649,952	$(12,925,735)	$ 724,217

Current liabilities	$ 1,238,202	$ -	$ 1,238,202	$ 459,780	$ -	$ 459,780
Obligations under
capital leases	-	-	-	-	-	-
Long term liabilities	1,500,000	-	1,500,000	-	-	-
Shareholders' equity	16,206,877	(18,072,328 )	(1,865,451)	13,190,172	(12,925,735 )	264,437

	$ 18,945,079	$ (18,072,328)	$ 872,751	$ 13,649,952	$(12,925,735)	$ 724,217

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

16.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd…)

Statements of operations

The impact of the differences between Canadian GAAP and United States GAAP on the statements of operations would be as follows:

	2005	2004	2003

Loss for the year, Canadian GAAP	$ (902,759)	$ (327,241)	$ (302,320)
Adjustments:
Mineral property interests	(4,612,500)	(90,000)	(178,000)
Deferred exploration costs	(784,093)	(903,985)	(1,240,321)
Contributed executive services	(38,500)	(39,000)	(39,000 )

Loss for the year, United States GAAP	$ (6,337,852)	$ (1,360,226)	$ (1,759,641)

Basic and diluted loss per common share, United States GAAP	$ (1.11)	$ (0.27)	$ (0.37)

Weighted average number of common shares outstanding, United States GAAP	5,714,090	5,087,736	4,694,593

Statements of cash flows

The impact of the differences between Canadian GAAP and United States GAAP on the statements of cash flows would be as follows:

	2005	2004	2003

Net cash provided by (used in) operating activities,
Canadian GAAP	$ (498,314)	$ 40,164	$ (852,597)
Amortization	2,971	4,245	3,132
Mineral property interests and deferred exploration costs (net of recovery)	(1,784,093)	(904,720)	(1,240,321)
Exploration advances	46,000	2,000	5,984

Net cash used in operating activities, Unites States GAAP	(2,233,436 )	(858,311 )	(2,083,802 )

Net cash provided by financing activities, Canadian GAAP
and Unites States GAAP	2,656,762	828,411	2,132,224

Net cash used in investing activities, Canadian GAAP	(1,735,122)	(865,414)	(1,282,386)
Mineral property interests and deferred exploration costs (net of recovery)	1,760,122	896,558	1,228,667
Exploration advances	(25,000)	1,917	2,538
Net cash provided by (used in) investing activities,
Unites States GAAP	-	33,061	(51,181 )

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

16.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd…)

Statements of cash flows (cont'd…)

	2005	2004	2003
Continued...

Change in cash and cash equivalents during the year	423,326	3,161	(2,759)

Cash and cash equivalents, beginning of year	20,428	17,267	20,026

Cash and cash equivalents, end of year	$ 443,754	$ 20,428	$ 17,267

Mineral property interests and deferred exploration costs

Under Canadian GAAP, mineral property interests and deferred exploration costs, including acquisition and exploration costs, are carried at cost and written down if the properties are abandoned, sold or if management determines there to be an impairment in value. Under United States GAAP, mineral property interests and deferred exploration costs are expensed as incurred. Once a final feasibility study has been completed, additional costs incurred to bring the mine into production are capitalized as development costs. Costs incurred to access ore bodies identified in the current mining plan after production has commenced are considered production costs and are expensed as incurred. Costs incurred to extend production beyond those areas identified in the mining plan where additional reserves have been established are deferred as development costs until the incremental reserves are produced. Capitalized costs are amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves.

Flow-through shares

Under Canadian GAAP, flow-through shares are accounted for as part of the issuance of capital stock at the price paid for the shares, net of any future income tax liability. Under United States GAAP, any difference between the market price of the Company's stock and the fair value of the flow-through shares must be recorded as a liability, if a premium is paid by investors, or as an asset if investors are purchasing the shares at a discount. The asset or liability is charged to income as the flow-through share proceeds are expended on qualifying expenditures.

During the year ended January 31, 2005, the Company issued flow-through shares for total proceeds of $25,024 (2004 - $Nil; 2003 - $37,500). As the market price of the Company’s stock was not significantly different from the fair value of the flow-through shares issued, no asset or liability was recorded.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

16.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd…)

Stock-based compensation

Under United States GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) encourages, but does not require, companies to establish a fair market value based method of accounting for stock-based compensation plans. The Company has chosen to account for stock-based compensation using Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” (“APB 25”). Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of grant over the option price. Effective February 1, 2003, the Company elected to follow the fair value method of accounting for stock-based compensation.

Under Canadian GAAP, the Company accounts for stock-based compensation as disclosed in Note 2. Accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for stock-based compensation for the years ended January 31, 2005, 2004 and 2003.

Asset retirement obligations

Under United States GAAP, Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” requires companies to record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets for years beginning on or after January 1, 2003. Under this standard, the initial recognition of the liability is capitalized as part of the asset cost and depreciated over its estimated useful life. The Company has determined that there were no asset retirement obligations as at January 31, 2005 and 2004.

Under Canadian GAAP, the Company was not required to record asset retirement obligations as at January 31, 2004. As described in Note 2, the Company determined there were no asset retirement obligations as at January 31, 2005.

Contributed executive services

Pursuant to SAB Topic 1:B(1) and the last paragraph of SAB 5:T, the Company is required to report all costs of conducting its business. Accordingly, the Company has recorded the fair value of contributed executive services provided to the Company at no cost as compensation expense, with a corresponding increase to contributed surplus, in the amount of $38,500, $39,000 and $39,000 for the years ended January 31, 2005, 2004 and 2003, respectively.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

16.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd…)

New accounting pronouncements

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 46 “Consolidation of Variable Interest Entities” ("FIN 46") (revised in December 17, 2003). The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities. A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after December 15, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after March 15, 2004.

In December 2004, FASB issued Statement of Financial Accounting Standards No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29” (“SFAS 153”) which amends Accounting Principles Board Opinion No. 29, “Accounting for Nonmonetary Transactions” to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.

In December 2004, FASB issued Statement of Financial Accounting Standards No. 123R, “Share Based Payment” (“SFAS 123R”). SFAS 123R supersedes APB 25 and its related implementation guidance by requiring entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions) and revises SFAS 123 as follows:

Public entities are required to measure liabilities incurred to employees in share-based payment transactions at fair value and nonpublic entities may elect to measure their liabilities to employees incurred in share-based payment transactions at their intrinsic value whereas under SFAS 123, all share-based payment liabilities were measured at their intrinsic value.

ii)

Nonpublic entities are required to calculate fair value using an appropriate industry sector index for the expected volatility of its share price if it is not practicable to estimate the expected volatility of the entity’s share price.

iii)

Entities are required to estimate the number of instruments for which the requisite service is expected to be rendered as opposed to accounting for forfeitures as they occur.

iv)

Incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair value of the modified award with the fair value of the award immediately before the modification whereas SFAS 123 required that the effects of a modification be measured as the difference between the fair value of the modified award at the date it is granted and the award’s value immediately before the modification determined based on the shorter of (1) its remaining initially estimated expected life or (2) the expected life of the modified award.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2005

16.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd…)

New accounting pronouncements (cont'd…)

SFAS 123R also clarifies and expands guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force No. 96-18 “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods and Services” (“EITF 96-18”). SFAS 123R also does not address the accounting for employee share ownership plans which are subject to Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first annual reporting period that begins after December 15, 2005. For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005.

The adoption of these new pronouncements are not expected to have a material effect on the Company's financial position or results of operations.

PACIFIC BOOKER MINERALS INC.

FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)

FOR THE THREE MONTH PERIOD ENDED
APRIL 30, 2005

UNAUDITED INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument 51-102 released by the Canadian Securities
Administrators, the Company disclosed that its auditors have not reviewed the unaudited
financial statements for the period ended April 30, 2005

PACIFIC BOOKER MINERALS INC.

BALANCE SHEETS

(Unaudited - Prepared by Management)

________________________________________________________________ ______________

	April 30,	January 31,
	2005	2005
ASSETS Current Cash and cash equivalents	$ 418,452	$ 443,754
Receivables	125,641	107,731
Exploration advances	225,000	225,000
Prepaids and deposits	33,874	5,543
	802,967	782,028
Mineral property interests	5,878,500	5,698,500
Deferred exploration costs	12,741,995	12,373,828
Property and equipment	16,992	18,223
Reclamation deposits	72,500	72,500
	$ 19,512,954	$ 18,945,079
LIABILITIES AND SHAREHOLDERS’ EQUITY Current Accounts payable and accrued liabilities	$ 301,510	$ 222,249
Amounts owing to related parties	32,300	15,953
Current portion of long term liabilities	1,000,000	1,000,000
	1,333,810	1,238,202
Long term liabilities	1,500,000	1,500,000
	2,833,810	2,738,202
Shareholders’ equity Capital stock	21,400,304	20,274,104
Share subscriptions received	49,800	574,775
Contributed surplus	319,371	212,914
Deficit	(5,090,331)	(4,854,916)
	16,679,144	16,206,877
	$ 19,512,954	$ 18,945,079

On behalf of the Board:

“Gregory R. Anderson”

“Michael F.K. Mews”

Gregory R. Anderson, CEO/Director

Michael Mews, CFO/Director

PACIFIC BOOKER MINERALS INC.

STATEMENTS OF OPERATIONS AND DEFICIT

(Unaudited - Prepared by Management)

____________________________________________________________ __________________

	Three Month Period Ended April 30,	Three Month Period Ended April 30,
	2005	2004
ADMINISTRATION EXPENSES Amortization	$ 711	$ 967
Consulting fees	28,285	12,225
Filing and transfer agent fees	12,719	12,901
Foreign exchange loss (gain)	29	(45,680)
Investor relations fees	28,338	24,823
Office and miscellaneous	4,303	8,170
Office rent	14,522	14,234
Professional fees	7,090	28,727
Salaries and benefits	7,367	499
Shareholder information and promotion	8,094	7,311
Stock-based compensation	106,457	-
Telephone	3,002	3,860
Travel	16,596	23,755
Loss before other income	237,513	91,792
Interest income	(2,098)	(327)
Loss for the period	235,415	91,465
Deficit, beginning of period	4,854,916	3,952,157
Deficit, end of period	$ 5,090,331	$ 4,043,622
Loss per share	$ 0.04	$ 0.02
Weighted average number of common shares outstanding	6,150,025	5,369,937

PACIFIC BOOKER MINERALS INC.

STATEMENTS OF CASH FLOWS

(Unaudited - Prepared by Management)

__________________________ ____________________________________________________

	Three Month Period Ended April 30,	Three Month Period Ended April 30,
	2005	2004
CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period	$ (235,415)	$ (91,465)
Item not affecting cash: Amortization	711	967
Stock-based compensation	106,457	-
Changes in non-working capital items: (Increase) decrease in receivable	(17,910)	(4,259)
(Increase) decrease in prepaids and deposits	(28,331)	1,411
Increase (decrease) in accounts payable and accrued liabilities	79,261	(52,860)
Increase (decrease) in accounts payable to related parties	16,347	(52,007)
Net cash provided by (used in) operating activities	(78,880)	(198,213)
CASH FLOWS FROM INVESTING ACTIVITIES Mineral property interests and deferred exploration costs (net of recovery)	(367,647)	(121,565)
Exploration advances	-	(20,000)
Net cash used in investing activities	(367,647)	(141,565)
CASH FLOWS FROM FINANCING ACTIVITIES Issuance of capital stock	371,425	1,009,600
Share subscriptions	49,800	300,000
Due to related parties	-	(36,700)
Obligations under capital leases	-	(588)
Net cash provided by financing activities	421,225	1,272,312
Change in cash and cash equivalents during the period	(25,302)	932,534
Cash and cash equivalents, beginning of period	443,754	20,428
Cash and cash equivalents, end of period	$ 418,452	$ 952,962
Supplemental disclosures with respect to cash flows (Note 9)

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

THREE MONTH PERIOD ENDED APRIL 30, 2005

BASIS OF PRESENTATION

The financial statements contained herein include the accounts of Pacific Booker Minerals Inc. (the “Company”).

The interim period financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). All financial summaries included are presented on a comparative and consistent basis showing the figures for the corresponding period in the preceding year. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These interim period statements should be read together with the audited financial statements and the accompanying notes included in the Company’s latest annual report. In the opinion of the Company, its unaudited interim financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented.

At the date of these financial statements, the Company has not been able to identify a known body of commercial grade ore on any of its properties. The ability of the Company to realize the costs it has incurred to date on these properties is dependent upon the Company being able to identify a commercial ore body, to finance its exploration costs and to resolve any environmental, regulatory or other constraints which may hinder the successful development of the mineral property interest. To date, the Company has not earned significant revenues and is considered to be in the exploration stage

There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet is obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the balance sheets.

April 30,

2005

January 31,

2005

Deficit

Working capital (deficiency)

$ (5,090,331)

(530,843)

$ (4,854,916)

(456,174)

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

THREE MONTH PERIOD ENDED APRIL 30, 2005

SIGNIFICANT ACCOUNTING POLICIES

Mineral property interests and deferred exploration costs

The Company records mineral property interests, which consist of the right to explore for mineral deposits, at cost. The Company records deferred exploration costs, which consist of costs attributable to the exploration of mineral property interests, at cost. All direct and indirect costs relating to the acquisition and exploration of these mineral property interests are capitalized on the basis of specific claim blocks until the mineral property interests to which they relate are placed into production, the mineral property interests are disposed of through sale or where management has determined there to be an impairment. If a mineral property interest is abandoned, the mineral property interests and deferred exploration costs will be written off to operations in the period of abandonment.

On an ongoing basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the mineral property interest. Management’s determination for the impairment is based on: i) whether the Company’s exploration programs on the mineral property interests have significantly changed, such that previously identified resource targets are no longer being pursued; ii) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; or iii) whether remaining lease terms are insufficient to conduct necessary studies or exploration work. As at April 30, 2005, management believes that no impairment relating to the mineral property interests and deferred exploration costs was required.

The recorded cost of mineral property interests is based on cash paid and the assigned value of share consideration issued for mineral property interest acquisitions and exploration costs incurred. The recorded amount may not reflect recoverable value as this will be dependent on future development programs, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

Cost recoveries consist of mining tax credits from the Province of British Columbia. Claims for tax credits are accrued upon the Company attaining reasonable assurance of collection from the Canada Revenue Agency and from the Province of British Columbia. As at April 30, 2005 and January 31, 2005, cost recoveries related solely to the Morrison claims and are recorded as a cost recovery of deferred exploration costs.

Asset retirement obligation

CICA Handbook Section 3110 “Asset Retirement Obligations” is effective for years beginning on or after January 1, 2004. This standard requires recognition of a liability at its fair value for the obligation associated with the retirement of a tangible long-lived asset. A corresponding asset retirement cost would be added to the carrying amount of the related asset and amortized to expense over the useful life of the asset. The Company has determined that there are no asset retirement obligations at April 30, 2005.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

THREE MONTH PERIOD ENDED APRIL 30, 2005

SIGNIFICANT ACCOUNTING POLICIES

Stock-based compensation

The Company grants options in accordance with the policies of the TSX Venture Exchange (“TSX-V”). Effective February 1, 2002, the Company adopted the new CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments” (“Section 3870”), which recommends a fair value-based methodology for measuring compensation costs. Section 3870 also permitted, and the Company adopted, the use of the intrinsic value-based method, which recognizes compensation cost for awards to employees only when the market price exceeds the exercise price at date of grant, but requires pro-forma disclosure of earnings and earnings per share as if the fair value method had been adopted.

During the year ended January 31, 2004, the Company adopted, on a prospective basis, the fair value-based method of accounting for all stock-based compensation.

Comparative figures

Certain of the prior periods’ comparative figures have been reclassified to conform to the financial statement presentation adopted in the current period.

LOSS PER SHARE

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

MINERAL PROPERTY INTERESTS

	Balance		Balance
	January 31,		April 30,
	2005	Additions	2005
Canada Hearne Hill claims	$ 1,046,000	$ -	$ 1,046,000
Morrison claims	4,652,500	180,000	4,832,500
	$ 5,698,500	$ 180,000	$ 5,878,500

In April 2005, the Company issued 45,000 common shares at a value of $180,000, to acquire an option for a 100% interest (subject to 1.5% NSR) in additional claims in the Omineca District of B.C.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS (Unaudited - Prepared by Management)

THREE MONTH PERIOD ENDED APRIL 30, 2005

MINERAL PROPERTY INTERESTS (cont’d...)

Morrison claims

During the year ended January 31, 2005, the Company acquired the remaining 50% interest in the Morrison claims. In order to obtain the remaining 50% interest, the Company agreed to:

pay $1,000,000 to Noranda Mining and Exploration Inc. ("Noranda") (paid), issue 250,000 common shares to Noranda (issued) and issue 250,000 share purchase warrants to Noranda exercisable at $4.05 per share until June 5, 2006 (issued);

ii)

pay $1,000,000 to Noranda on or before October 19, 2005 (accrued);

iii)

pay $1,500,000 to Noranda on or before April 19, 2007 (accrued); and

iv)

issue 250,000 common shares to Noranda on or before commencement of commercial production as defined in the agreement.

To ensure that Noranda will receive full payment for the mineral claims, the Company has agreed to execute a re-transfer of its 100% interest to Noranda if the Company fails to comply with the terms of the agreement. This transfer will be held by a mutually acceptable third party.

DEFERRED EXPLORATION COSTS

	Three Month Period Ended April 30,	Three Month Period Ended April 30,
	2005	2004
Hearne Hill claims Amortization	64	92
	64	92

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

THREE MONTH PERIOD ENDED APRIL 30, 2005

DEFERRED EXPLORATION COSTS (cont’d...)

	Three Month Period Ended April 30,	Three Month Period Ended April 30,
	2005	2004
Morrison claims Exploration Camp and general	7,973	7,098
Subcontracts and labour	2,505	22,341
Assay	129	-
Travel	1,697	5,284
Amortization	456	651
Community Consultation Geological and geophysical	7	-
Supplies and general	127	133
Subcontracts and labour	5,515	9,238
Travel	-	520
Promotion/Education	-	198
Environmental Geological and geophysical	10,932	8,550
Supplies and general	838	15
Subcontracts and labour	1,586	2,231
Travel	126	182
Geotechnical/Hydrological Geological and geophysical	394	-
Supplies and general	578	-
Subcontracts and labour	180	2,855
Assay	2,179	-
Metallurgical Subcontracts and labour	9,480	-
Scoping/Feasibility study Geological and geophysical	36,083	36,494
Drilling	173,338	-
Supplies and general	39,267	2,603
Subcontracts and labour	65,917	21,002
Assay	4,242	-
Travel	4,554	2,821
	368,103	122,216

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

THREE MONTH PERIOD ENDED APRIL 30, 2005

DEFERRED EXPLORATION COSTS (cont’d...)

	Three Month Period Ended April 30,	Three Month Period Ended April 30,
	2005	2004
Total costs for the period	368,167	122,308
Balance, beginning of period	12,373,828	11,589,735
Balance, end of period	$ 12,741,995	$ 11,712,043

LONG TERM LIABILITIES

	April 30, 2005	January 31, 2005

Due to Noranda, non-interest bearing, secured by title to related mineral property interest and payable in the following installments: $1,000,000 by October 19, 2005 and $1,500,000 by April 19, 2007	$ 2,500,000	$ 2,500,000

Current portion of long term liabilities	(1,000,000)	(1,000,000)

Long term liabilities	$ 1,500,000	$ 1,500,000

CAPITAL STOCK

(a)

In March 2005, the Company issued 228,000 units for total proceeds of $946,200 of which $574,775 was received prior to January 31, 2005. Each unit is comprised of one common share and one share purchase warrant. Each share purchase warrant will entitle the holder to purchase an additional common share at a price of $4.15 per share on or before March 11, 2007.

(b)

In April 2005, the Company issued 45,000 common shares at a fair market value $4.00 per share for a total value of $180,000, in relation to an agreement to acquire an option for a 100% interest in additional claims in the Omineca District of B.C.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

THREE MONTH PERIOD ENDED APRIL 30, 2005

CAPITAL STOCK (cont’d...)

Stock options

There were no stock options granted during the three month period ended April 30, 2005 or April 30,

2004.

The following stock options were outstanding and exercisable at April 30, 2005:

Number of Shares	Exercise Price	Expiry Date

459,000	$ 5.00	July 2, 2007
676,000	$ 3.87	October 13, 2009

Warrants

The following share purchase warrants were outstanding and exercisable at April 30, 2005:

Number of Warrants	Exercise Price	Expiry Date
127,186	$ 4.00	June 26, 2005 (expired unexercised)
300,000	$ 4.30	February 27, 2006
23,000	$ 4.50	April 22, 2006
250,000	$ 4.05	June 5, 2006
115,000	$ 4.05	July 9, 2006
82,500	$ 4.25	October 12, 2006
77,030	$ 4.15	January 7, 2007
228,000	$ 4.15	March 11, 2007

RELATED PARTY TRANSACTIONS

For the three month period ended April 30, 2005:

The Company paid or accrued $5,600 (2004 - $11,200) to a director for services which have been capitalized to subcontracts on the Morrison/Hearne Hill claims. In addition, the Company paid or accrued $13,600 (2004 - $12,000) to this director for general consulting services in relation to activities not related to exploration.

The Company paid or accrued $19,500 (2004 - $19,500) to a director for investor relations activities.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS (Unaudited - Prepared by Management)

THREE MONTH PERIOD ENDED APRIL 30, 2005

RELATED PARTY TRANSACTIONS (cont’d...)

The Company paid or accrued $8,600 (2004 - $16,600) to a company controlled by a common director for engineering consulting which was capitalized to subcontracts on the Morrison/Hearne Hill claims. In addition, the Company paid or accrued $8,200 (2004 - $ nil) to this company controlled by a common director for consulting services in relation to activities not related to exploration.

The Company paid or accrued $2,650 (2004 - $9,800) to an accounting firm in which a partner is a director of the Company.

SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

The significant non-cash transactions for the three month period ended April 30, 2005 were as follows:

The Company completed a private placement of 228,000 units for total proceeds of $946,200, of which $574,775 was received prior to January 31, 2005.

The Company issued 45,000 common shares for a total value of $180,000 for mineral property interests acquisition costs.

The Company recorded $520 of amortization expense on property and equipment as deferred exploration costs.

The significant non-cash transactions for the three month period ended April 30, 2004 were as follows:

The Company completed a private placement of 300,000 units for total proceeds of $1,155,000, of which $275,400 was received prior to January 31, 2004.

The Company recorded $743 of amortization expense on property and equipment as deferred exploration costs.

10.

SEGMENTED INFORMATION

All of the Company’s operations are in the resource sector. The Company operates in Canada and the loss from operations for the current periods relate 100% to Canada.

11.

SUBSEQUENT EVENTS

The Company has not granted any options subsequent to the end of the period. The Company has not issued any common shares since the end of the quarter.

Signature Page

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Pacific Booker Minerals

Registrant

Dated: July 12, 2005 Signed: /s/ Gregory Anderson

Gregory Anderson,

President and CEO

PACIFIC BOOKER MINERALS INC.
(the "Company")

The Company has as its articles the following articles.

Incorporation number: 260437

ARTICLES

Interpretation

Shares and Share Certificates

Issue of Shares

Share Registers

Share Transfers

Transmission of Shares

Purchase of Shares

Borrowing Powers

Alterations

10.

Meetings of Shareholders

11.

Proceedings at Meetings of Shareholders

12.

Votes of Shareholders

13.

Directors

14.

Election and Removal of Directors

15.

Alternate Directors

16.

Powers and Duties of Directors

17.

Disclosure of Interest of Directors

18.

Proceedings of Directors

19.

Executive and Other Committees

20.

Officers

21.

Indemnification

22.

Dividends and Reserves

23.

Documents, Records and Reports

24.

Notices

25.

Seal

26.

Prohibitions

27.

INTERPRETATION

1.1

Definitions

In these Articles, unless the context otherwise requires:

(1)

"board of directors", "directors" and `board" mean the directors or sole director of the Company for the time being;

(2)

"Business Corporations Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(3)

"legal personal representative" means the personal or other legal representative of the shareholder;

(4)

"registered address" of a shareholder means the shareholder's address as recorded in the central securities register;

(5)

"seal" means the seal of the Company, if any.

1.2

Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

SHARES AND SHARE CERTIFICATES

2.1

Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2

Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3

Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all.

2.4

Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5

Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1)

order the share certificate or acknowledgment, as the case may be, to be cancelled; and

(2)

issue a replacement share certificate or acknowledgment, as the case may be.

2.6

Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(1)

proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and

(2)

any indemnity the directors consider adequate.

2.7

Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8

Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9

Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

ISSUE OF SHARES

3.1

Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2

Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3

Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4

Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(1)

consideration is provided to the Company for the issue of the share by one or more of the following:

(a)

past services performed for the Company;

(b)

property;

(c)

money; and

(2)

the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5

Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

SHARE REGISTERS

4.1

Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as

the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2

Closing Register

The Company must not at any time close its central securities register.

SHARE TRANSFERS

5.1

Registering Transfers

A transfer of a share of the Company must not be registered unless:

(1)

a duly signed instrument of transfer in respect of the share has been received by the Company;

(2)

if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and

(3)

if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

5.2

Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time.

5.3

Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4

Signing of Instrument of Transfer

if a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer

(1)

in the name of the person named as transferee in that instrument of transfer; or

(2)

if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5

Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate

owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6

Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

TRANSMISSION OF SHARES

6.1

Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2

Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

PURCHASE OF SHARES

7.1

Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2

Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1)

the Company is insolvent; or

(2)

making the payment or providing the consideration would render the Company insolvent.

7.3

Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1)

is not entitled to vote the share at a meeting of its shareholders;

(2)

must not pay a dividend in respect of the share;

(3)

and must not make any other distribution in respect of the share.

BORROWING POWERS

The Company, if authorized by the directors, may

(1)

borrow money in the manner and amount, on the security, from the sources and on the terms aid conditions that they consider appropriate;

(2)

issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

(3)

guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4)

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

ALTERATIONS

9.1

Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by special resolution

(1)

create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(2)

increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(3)

subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(4)

if the Company is authorized to issue shares of a class of shares with par value:

(a)

decrease the par value of those shares; or

(b)

if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(5)

change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(6)

alter the identifying name of any of its shares; or

(7)

otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

9.2

Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution

(1)

create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(2)

vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

9.3

Change of Name

The Company may by special resolution authorize an alteration of its Notice of Articles in order to change its name.

9.4

Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

10.

MEETINGS OF SHAREHOLDERS

10.1

Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2

Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3

Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4

Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1)

if and for so long as the Company is a public company, 21 days;

(2)

otherwise, 10 days.

10.5

Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business

Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1)

if and for so long as the Company is a public company, 21 days;

(2)

otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.6

Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7

Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.8

Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(1)

state the general nature of the special business; and

(2)

if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(a)

at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(b)

during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11.

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1

Special Business

At a meeting of shareholders, the following business is special business:

(1)

at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(2)

at an annual general meeting, all business is special business except for the following:

(a)

business relating to the conduct of or voting at the meeting;

(1)

(b)

consideration of any financial statements of the Company presented to the meeting;

(c)

consideration of any reports of the directors or auditor;

(d)

the setting or changing of the number of directors;

(e)

the election or appointment of directors;

(f)

the appointment of an auditor;

(g)

the setting of the remuneration of an auditor;

(h)

business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(i)

any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2

Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3

Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4

One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(1)

the quorum is one person who is, or who represents by proxy, that shareholder, and

(2)

that shareholder, present in person or by proxy, may constitute the meeting.

11.5

Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6

Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7

Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1)

in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(2)

in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8

Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9

Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1)

the chair of the board, if any; or

(2)

if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10

Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12

Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13

Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14

Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is

defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15

Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16

Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17

Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(1)

the poll must be taken:

(a)

at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(b)

in the manner, at the time and at the place that the chair of the meeting directs;

(2)

the result of the poll is deemed to be the decision of the meeting at which the poll is demanded;

(3)

and the demand for the poll may be withdrawn by the person who demanded it.

11.18

Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19

Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21 Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23

Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

12.

VOTES OF SHAREHOLDERS

12.1

Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1)

on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2)

on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy

12.2

Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3

Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1)

any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(2)

if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4

Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5

Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1)

for that purpose, the instrument appointing a representative must:

(a)

notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(b)

be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

(2)

if a representative is appointed under this Article 12.5:

(a)

the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b)

the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6

Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7

Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8

Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9

When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if

(1)

the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(2)

the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(3)

the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

12.10

Deposit of Proxy

A proxy for a meeting of shareholders must:

(1)

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(2)

unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11

Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1)

at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used, or

(2)

by the chair of the meeting, before the vote is taken.

12.12

Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]

(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder):

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder printed]

12.13

Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(1)

received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(2)

provided, at the meeting, to the chair of the meeting.

(2)

12.14

Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1)

if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(2)

if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15

Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13.

DIRECTORS

13.1

First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1)

subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

(2)

if the Company is a public company, the greater of three and the most recently set of

(a)

the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b)

the number of directors set under Article 14.4;

(3)

if the Company is not a public company, the most recently set of

(a)

the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b)

the number of directors set under Article 14.4.

13.2

Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1)

the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(2)

if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

(1)

13.3

Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4

Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.3

Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.4

Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.5

Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.6

Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14.

ELECTION AND REMOVAL OF DIRECTORS

14.1

Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1)

the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(2)

all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2

Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1)

that individual consents to be a director in the manner provided for in the Business Corporations Act;

(2)

that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(3)

with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3

Failure to Elect or Appoint Directors

(1)

the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at

an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before

the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(2)

the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of

(3)

the date on which his or her successor is elected or appointed; and

(4)

the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4

Places of Retiring Directors Not Filled

If; at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5

Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6

Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7

Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8

Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(1)

one-third of the number of first directors, if; at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

(2)

in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9

Ceasing to be a Director

A director ceases to be a director when:

(1)

the term of office of the director expires;

(2)

the director dies;

(3)

the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4)

the director is 'unloved from office pursuant to Articles 14.10 or 14.11.

14.10

Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11

Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15.

ALTERNATE DIRECTORS

15.1

Appointment of Alternate Director

Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2

Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3

Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(1)

will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

(2)

has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

(3)

will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;

(4)

has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4

Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5

Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6

Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7

Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1)

his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

(2)

the alternate director dies;

(3)

the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

(4)

the alternate director ceases to be qualified to act as a director; or

(5)

his or her appointor revokes the appointment of the alternate director.

15.8

Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16.

POWERS AND DUTIES OF DIRECTORS

16.1

Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2

Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

17.

DISCLOSURE OF INTEREST OF DIRECTORS

17.1

Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2

Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3

Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4

Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5

Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6

No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7

Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8

Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18.

PROCEEDINGS OF DIRECTORS

18.1

Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2

Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3

Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1)

the chair of the board, if any;

(2)

in the absence of the chair of the board, the president, if any, if the president is a director; or

(3)

any other director chosen by the directors if:

(a)

neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(b)

neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(c)

the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4

Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5

Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6

Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant b Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7

When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if

(1)

the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2)

the director or alternate director, as the case may be, has waived notice of the meeting.

18.8

Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9

Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10

Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12

Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of

any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19.

EXECUTIVE AND OTHER COMNIlTTEES

19.1

Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

(1)

the power to fill vacancies in the board of directors;

(2)

the power to change the membership of, or fill vacancies in, any committee of the directors; and

(3)

such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution

19.2

Appointment and Powers of Other Committees

The directors may, by resolution:

(1)

appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(2)

delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

(a)

the power to fill vacancies in the board of directors;

(b)

the power to change the membership of, or fill vacancies in, any committee of the directors; and

(c)

the power to appoint or remove officers appointed by the directors; and

(3)

make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution

19.3

Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(1)

conform to any rules that may from time to time be imposed on it by the directors; and

(2)

report every act or thing done in exercise of those powers at such times as the directors may require.

19.4

Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(1)

revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(2)

terminate the appointment of, or change the membership of, the committee; and

(3)

fill vacancies in the committee.

19.5

Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(1)

the committee may meet and adjourn as it thinks proper;

(2)

the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(3)

a majority of the members of the committee constitutes a quorum of the committee; and

(4)

questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20.

OFFICERS

20.1

Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2

Functions, Duties and Powers of Officers

The directors may, for each officer:

(1)

determine the functions and duties of the officer;

(2)

entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(3)

revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4

Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21.

INDEMNIFICATION

21.1

Definitions

In this Article 21:

(1)

"eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2)

"eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(a)

is or may be joined as a party; or

(b)

is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(3)

"expenses" has the meaning set out in the Business Corporations Act.

21.2

Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3

Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person

21.4

Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5

Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1)

is or was a director, alternate director, officer, employee or agent of the Company;

(2)

is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3)

at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(1)

(4)

at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22.

DIVIDENDS

22.1

Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2

Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3

No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4

Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5

Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6

Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(1)

set the value for distribution of specific assets;

(2)

determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(3)

vest any such specific assets in trustees for the persons entitled to the dividend.

22.7

When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8

Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9

Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10

Dividend Bears No Interest

No dividend bears interest against the Company.

22.11

Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend

22.12

Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13

Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

23.

DOCUMENTS, RECORDS AND REPORTS

23.1

Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2

Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24.

NOTICES

24.1

Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1)

mail addressed to the person at the applicable address for that person as follows:

(a)

for a record mailed to a shareholder, the shareholder's registered address;

(b)

for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(c)

in any other case, the mailing address of the intended recipient;

(2)

delivery at the applicable address for that person as follows, addressed to the person:

(a)

for a record delivered to a shareholder, the shareholder's registered address;

(b)

for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(c)

in any other case, the delivery address of the intended recipient;

(3)

sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4)

sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5)

physical delivery to the intended recipient.

24.2

Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3

Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4

Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5

Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by.

(1)

mailing the record, addressed to them:

(a)

by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(b)

at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(2)

if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in
a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25.

SEAL

25.1

Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of

(1)

any two directors;

(2)

any officer, together with any director;

(3)

if the Company only has one director, that director; or

(4)

any one or more directors or officers or persons as may be determined by the directors.

25.2

Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or _, other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3

Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26.

PROHIBITIONS

26.1

Definitions

In this Article 26:

(1)

"designated security" means:

(a)

a voting security of the Company;

(b)

a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(c)

a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

(2)

"security" has the meaning assigned in the Securities Act (British Columbia);

(3)

"voting security" means a security of the Company that:

(a)

is not a debt security, and

(b)

carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2

Application

Article .3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3

Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

THIS AGREEMENT made as of the 04 day of July, 1995,

BETWEEN:

KCC 167 HOLDINGS LTD., a body corporate duly incorporated

under the laws of British Columbia and having an office at #705-

475 Howe Street, Vancouver, B.C. V6C 2B3

(the "Vendor")

OF THE FIRST PART AND:

BOOKER GOLD EXPLORATIONS LIMITED, a body corporate duly incorporated under the laws of the Province of British Columbia and having an office at 10th Floor, 609 West Hastings Street, in the City of Vancouver, Province of British Columbia, V6B 4W4;

("the "Purchaser")

OF THE SECOND PART

WHEREAS:

The Vendor is the beneficial owner of a 100% interest in mineral titles staked pursuant to the Mineral Tenure Act, Province of British Columbia, as more particularly described in the attached Schedule A, (the "Claims"), and summarily described as Claim Names COPPER #100 and COPPER #200;

The Vendor and the Purchaser deal at arms length;

The Vendor wishes to sell and the Purchaser wishes to purchase the Claims on the terms hereinafter provided;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants, agreements and promises herein contained the parties hereto covenant, agree, represent and promise each with the other as follows:

The Vendor agrees to sell and the Purchaser agrees to purchase the Claims, subject to the terms and conditions of this Agreement and subject further to the reservation in favour of the Vendor of a 3% net smelter return royalty to be effective following the commencement of commercial production of the Claims (the "NSR"). The NSR shall be subject to a 2% buyback in 1 % increments at $500,000.00 per 1%.

In consideration of and for the sale of the Claims and upon execution of this Agreement, the Purchaser shall pay to Kerfoot, Cameron & Company (hereinafter "Kerfoot"), #314-9600 Cameron Street, Burnaby, B.C. V3J 7N3, the sum of $ 10,000.00 in trust for KCC 167 Holdings Ltd. and to the irrevocable direction of KCC 167 Holdings Ltd.

In consideration of and for the sale of the Claims, the Purchaser shall pay to the Vendor 100,000 no par value common shares subject to regulatory approval as set out in paragraph 15 hereto.

The Vendor warrants and represents that:

it is a body corporate which is duly incorporated, validly existing and in good standing with respect to the filing of annual reports under the laws of the Province of British Columbia with full power, absolute authority and capacity to enter into this Agreement and to carry out the transaction contemplated hereby;

it is the beneficial owner as to a full and unrestricted 100% right, title and interest in and to the Claims;

the Claims are free and clear of all liens, charges and encumbrances;

the Claims have been duly and validly staked and recorded in accordance with the applicable laws of the Province of British Columbia and are valid and subsisting mineral claims as at the date of execution and delivery of this Agreement;

it has the sole right to convey the Claims to the Purchaser notwithstanding any prior act and no other person, firm or corporation has any proprietary or other interest in the Claims; and

the Purchaser shall have quiet possession of the Claims free from any and all claims and encumbrances.

The Purchaser warrants and represents that:

it is a body corporate which is duly incorporated, validly existing and is in good standing with respect to the filing of annual reports under the laws of the Province of British Columbia with full power, absolute authority and capacity to enter into this Agreement and to carry out the transaction contemplated hereby;

it has an authorized share capital of 20,000,000 no par value common shares; and

if any shares are to be allotted and issued pursuant to this Agreement, they shall be issued as fully paid and non-assessable.

The Vendor covenants and agrees to grant, assign, convey and transfer unto the Purchaser an undivided 100% right, title and interest in and to the Claims by good, proper and sufficient conveyance to the Purchaser, its successors or assigns, to and for its and their sole and only benefit and use forever, subject only to such mining laws relating to the Claims in force from time to time within the Province of British Columbia and the reservation by the Vendor of the NSR payable as outlined in Schedule B. The NSR is subject to a 2% buy back.

The Vendor covenants and agrees, for the purpose of registering the transfer of the Claims contemplated by this Agreement, to execute and deliver, or cause to be executed and delivered, to the Purchaser concurrently with payment of the cash consideration and issuance and delivery of the share consideration by the Purchaser, a Bill of Sale or other acceptable transfer document in recordable form transferring the Claims to the Purchaser subject only to the NSR.

The parties hereto covenant and agree to execute such further and other documents and deeds and to give such further and other assurances as may be necessary to fully implement this Agreement.

For the purposes of this Agreement, the term "net smelter return" shall include all monies realized and actually received on the sale of any ores or minerals mined or extracted from the Claims, including any premiums, bonuses and subsidies, less, if any, such ores or minerals requiring smelting or other processing, all monies paid or payable on account of:

loading and transportation of the ores or minerals from the Claims or any mill erected on or about the Claims to the smelter or other purchaser;

freight allowance and severage taxes or royalties that may be paid to the Province of British Columbia;

penalties and other deductions whatsoever paid or payable in relation to the sale of the ores or minerals;

in the event that a local or on-premises treatment facility or mill is installed, costs and expenses related to the operation of such facility which are attributable, on a pro-rata basis, to the amount of ores and minerals which are processed from the Claims; and

smelter treatment charges.

10.

For the purposes of this Agreement, commercial production of the Claims shall be determined to have commenced on the date upon which cash proceeds, not including proceeds received from the sale or disposition of mineral products for assay or testing purposes, having been received by the Purchaser from the sale of mineral products derived from the Claims. It is expressly understood that the Purchaser shall be under no obligation whatsoever to place the Claims into production; and in the event commercial production is commenced, the Purchaser shall have the right at any time to curtail or suspend such production as it may in its absolute discretion determine.

11.

The parties have entered into this Agreement subject to Regulatory Approval.

12.

This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective successors and assigns.

13.

This Agreement shall be governed and interpreted in accordance with the laws of the Province of British Columbia.

14.

This Agreement contains the whole agreement between the parties and there are no warranties, representations, terms, conditions, or collateral agreements, whether express, implied or otherwise, other than as expressly set forth in this Agreement.

15.

The parties have entered into this Agreement subject to Regulatory Approval and conditional upon the transaction herein being a "minor transaction" as that term is defined in VSE Listings Policy Statement No. 9 dated January 17, 1994 and that Section 42 of the B.C. Securities Act does not apply to the issuance of the Shares by reason of Section 55(2)(18) of the B.C. Securities Act and the Purchaser will within the time required by the B.C. Securities Act file a report in the required form disclosing distribution of the Shares to the Vendor together with any applicable filing fee.

16.

The invalidity of any particular provision of this Agreement shall not affect any other provision herein, and in such event, this Agreement shall be construed as if such invalid provision was omitted.

17.

Words of the singular number and masculine gender shall include words of the plural number, feminine or neuter genders, or firms and corporations, and vice versa.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of and from the day and year first above written.

[AGREEMENTKCCBOOKER1995001.JPG]

SCHEDULE "A"

CLAIM NAME

TITLE NUMBER

CLAIM OR LEASE

COPPER #100

331786

Claim

COPPER #200

331787

Claim

THIS AGREEMENT made as of the 9 day of July, A.D. 2001,

BETWEEN:

ROLLAND JOSEPH MENARD, having a mailing address at 703 St. Paul Street, Kamloops, British Columbia, V2C 2K3;

(hereinafter called the "Optionor")

OF THE FIRST PART AND:

PACIFIC BOOKER MINERALS INC. , a company duly incorporated under the laws of the Province of British Columbia, and having its registered office at 430 - 580 Hornby Street, Vancouver, in the Province of British Columbia, V6C 3B6;

(hereinafter called the "Optionee")

OF THE SECOND PART

WHEREAS

The Optionor is the registered beneficial owner of a 100% undivided interest in eight (8) Mineral Claims (77 units) situated in the Omineca Mining Division, Province of British Columbia (hereinafter called the "Property"). A description of the said mineral claims is attached hereto as Schedule "A".

The Optionee wishes to acquire an interest in part of the said Property and the Optionor wishes to grant the Optionee an Option to acquire part of the Property by this agreement (the "Agreement").

NOW TI-IEREFORE THIS AGREEMENT WITNESSETH that in consideration of the payments and the premises, the mutual covenants and agreements herein contained, the parties hereto have agreed and do hereby agree as follows:

REPRESENTATIONS OF THE OPTIONOR

1.01

The Optionor represents and warrants to the Optionee that:

(a)

to the best of his knowledge, information and belief, the mineral claims comprised in the Property have been duly and validly issued pursuant to the laws of British Columbia and are in good standing;

(b)

there are, to the best of his knowledge, information and belief, no adverse claims or challenges against or to the ownership or title to the Property, or to his knowledge is there any basis therefore, and there are no outstanding agreements affecting the Property or any portion thereof;

(c)

the Optionor is the registered and beneficial owner of the Property as described in Schedule "A";

(d)

the Optionor has a right to enter into this Agreement and transfer an interest in the Property.

1.02

The representations and warranties of the Optionor herein before set out form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement and shall survive the execution of this Agreement.

1.03

hereafter become known to the Optionee or its officers, directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE

2.01

The Optionee represents and warrants to the Optionor that:

(a)

it has been duly incorporated and validly exists as a corporation in good standing under the laws of the Province of British Columbia;

(b)

it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, the Articles or the constating documents of the Optionee or any shareholders or directors resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound;

(c)

no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or placing it in bankruptcy or subject to any other laws governing the affairs of insolvent companies.

2.02

The representations and warranties contained in paragraph 2.01 are provided for the exclusive benefit of the Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at anytime without prejudice to his rights in respect of any other breach of the same or any other representation or warranty and the representations and warranties contained in paragraph 2.01 shall survive the execution of this Agreement.

PURCHASE PRICE

3.01

The Optionor hereby grants to the Optionee the sole and exclusive right and option to acquire a 100% undivided interest in and to ten (10) claim units (the "Acquired Units") to be selected by the Optionee from the seventy-seven (77) claim units comprising the Property subject to the terms of this Agreement and a Net Smelter Return Royalty as described in the Net Smelter Return Agreement attached hereto as Schedule "B" in consideration for the terms described below in paragraph 3.02.

3.02

In order to keep the right and option granted to the Optionee respecting the Property including Acquired Units in good standing and in force, the Optionee shall do the following:

(a)

issue to the Optionor, as partial consideration, 40,000 common shares of the Optionee as fully paid and non-assessable shares within 15 days of the approval of this Agreement by the Canadian Venture Exchange;

(b)

upon transfer of the title to the property as set out in paragraph 4.01 below, the Optionee shall:

(i)

abandon some part or all of the property and restake the Property described in Schedule "A";

(ii)

group the restaked Property with other mineral claims in which the Optionee has an interest in adjoining lands;

(iii)

apply PAC account or drilling credits for a minimum of three (3) years work on all [AGREEMENTMENARDBOOKER2001001.JPG]

(c)

Within one year of the date of this agreement, the Optionee shall select ten (10) claim units as the Acquired Units. After this selection, the remainder (the "Remainder") of the restaked Property shall be re-assigned and transferred to the Optionor and, at that time, the Optionee shall have no further interest in the Remainder.

TRANSFER OF PROPERTY

4.01

Upon the issue and allotment of shares, pursuant to sub-paragraph 3.02 above, the Optionor shall execute all such effectual and valid transfers of the Property and such other documents as the Optionee or its counsel may deem necessary to transfer to the Optionee a 100% undivided registered interest in and to the Property free and clear of all encumbrances save and except this Agreement and the Net Smelter Return Royalty Agreement attached hereto as Schedule "B" and shall deliver the same to the Optionee.

4.02

COVENANTS OF THE OPTIONEE

6.01

The Optionee hereby covenants and agrees with the Optionor as follows:

(a)

that during the currency of this Agreement it will maintain the said Property in good standing and will pay all rentals, taxes or other governmental charges which shall fall due during the term of this Agreement;

(b)

that it will carry out its operations on the Property in a careful and miner like manner and in accordance with the applicable laws and regulations of British Columbia and Canada;

(c)

that it properly pay all accounts of every nature and kind for wages, supplies, Workers' Compensation Assessments, income tax deductions and all other accounts and indebtedness incurred by it so that no claim or lien arise thereon or upon the ore or mineral contained therein and it will indemnify the Optionor and save it harmless from any and all loss, costs, actions, suits, damages or claims which may be made against the Optionor in respect of the operations on the Property, provided however, that the Optionee shall have the right to contest the validity of any such lien or claim of lien;

(d)

upon the termination of this Agreement, if such occurs, that it will leave the Property in a safe condition in accordance with applicable statutes and regulations;

(e)

that it will at all times maintain and keep true and correct records of all production and disposition thereof and of all costs and expenditures incurred as well as all other data necessary or proper for the settlement of accounts between the parties hereto in connection with their rights and obligations under this Agreement. Such records

(a)

shall be open at all reasonable times upon reasonable notice for inspection by the Optionor or his duly authorized representative;

(f)

that it will indemnify and hold harmless the Optionor from and against any damage, claim or demand arising out of the Optionee's failure to comply with this paragraph;

(g)

that it will allow the Optionor or any duly authorized agent or representative of the Optionor to inspect the Property upon giving the Optionee 48 hours written notice; PROVIDED HOWEVER, that it is agreed and understood that the Optionor or any such agent or representative shall not interfere with the Optionee's activities on the Property and shall be at his own risk and that the Optionee shall not be liable for any loss, damage or injury incurred by the Optionor or its agent or representative arising from its inspection of the Property, however caused;

(h)

that it will obtain all necessary environmental permit prior to commencing operations on the Property and it will be responsible for any environmental assessments made by governmental bodies as a result of operations on the Property.

OPTIONOR'S RIGHTS TO INFORMATION

7.01

The Optionee shall provide the Optionor with copies of all Engineering and Geological reports, maps and other data pertaining to the Property and any exploration or development work or examinations of said Property. The Optionor or its duly authorized representative, at their own risk and expense is permitted to inspect the Property, provided such inspection does not interfere with the operations of the Optionee. The Optionor agrees that all data, reports records and other information relating to the Property will be treated as confidential. The parties hereto agree that neither of them shall disclose to any third party or to the public any information concerning the Property or the results of operations on the property without the express written consent of the other Party, except as are necessary to abide with the Statutes and Regulations

thereunder of the Province of British Columbia or Canada or the Canadian Venture Exchange.

SURRENDER OF PROPERTY INTEREST PRIOR TO COMPLETION OF AGREEMENT

8.01

The Optionee may at any time elect to abandon its interest in the Property and in this Agreement by giving notice to the Optionor of any such intention and by meeting any and all outstanding obligations regarding the Property.

TERMINATION NOTICE

9.01

Until such time as the Optionee has carried out all of the terms of paragraph 3.02:

(a)

this Agreement shall be an option only and the Optionee may terminate the Agreement upon the expiration of thirty (30) days notice in writing to the Optionor, provided that the Optionee has met all outstanding obligations regarding the Property;

(b)

This Agreement shall terminate upon the expiration of thirty (30) days after service of notice in writing by the Optionor of a breach of any condition or covenant herein contained on the part of the Optionee to be observed or performed if such breach has not theretofore been remedied.

OPTIONEE'S INDEMNITY

10.01

The Optionee shall indemnify and save harmless the Optionor from any and all liability arising on or in relation to the Property during the term of this Agreement, unless caused by the fault of the Optionor.

DEFAULT

11.01

Notwithstanding anything in this Agreement to the contrary, if either the Optionee or Optionor (the "defaulting party") should be in default of any requirement herein set forth, the other party shall give written notice to the defaulting party specifying the default and the defaulting party shall not lose any right granted under this Agreement unless within 30 days after the giving of notice of default by the other party, the defaulting party shall have failed to cure any such default, in which event this Agreement shall teuninate subject however to the surrender provisions set out in paragraph 8.01 herein.

ARBITRATION

12.01

The parties agree that all questions or matters in dispute as to the interpretation or effect or any provision of this Agreement or any of the schedules attached hereto shall be finally settled by arbitration in the manner hereinafter set forth. If either the Optionee or the Optionor wish to submit a matter to arbitration, then such party shall give to the other party not less than ten (10) days' prior written notice of intention to do so, which party giving notice shall nominate one arbitrator and the other shall within fifteen (15) days after receiving such notice nominate another arbitrator. The two arbitrators so nominated shall within the next thirty (30) days unanimously agree on the appointment of a third arbitrator to act with them and to be chairman of the arbitration. If either of the Optionee or the Optionor shall fail to nominate an arbitrator within fifteen (15) days after receiving notice of the nomination of the first arbitrator, the first arbitrator shall be the only arbitrator, and if two arbitrators are nominated but shall be unable to agree unanimously on the appointment of the chairman, the chairman shall be appointed under the provisions of the Commercial Arbitration Act (British Columbia). In all other respects, the arbitration shall be conducted in accordance with such Act and the chairman or, in the case whereby only one arbitrator is nominated, the single arbitrator shall fix a time and place in Vancouver, British Columbia for the purpose of hearing evidence and representations and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act. The parties agree that the

award of a majority of arbitrators or, in the case of a single arbitrator of the said arbitrator shall be binding upon each of them both as to law and fact and there shall be no appeal therefrom. Judgment or any award rendered pursuant to the arbitration proceedings may be entered into any court of competent jurisdiction or application made to such court for Judicial acceptance of the award and an order of enforcement.

NOTICE

13.01

Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered or mailed by registered mail at the addresses first herein appearing and any notice given as aforesaid shall be deemed to have been delivered when delivered, or if mailed, to be delivered on the said business day after the date of mailing except in the event of postal disruption, when notice shall be delivered. Any party may, from time to time by notice in writing, change its address for the purpose of this Section.

INTERPRETATION

14.01

The terms of this Agreement shall be construed in accordance with the laws of British Columbia.

ENUREMENT

15.01

This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, successors or assigns, as the case may be.

ADDITIONAL TERMS

16.01

Each of the parties hereto agree to execute such further and other deeds, documents

and assurances and to do such further and other acts as may be necessary to carry out the true intent and meaning this Agreement, fully and effectually.

16.02

This Agreement shall supersede and replace any other agreement or arrangement, whether oral or written heretofore existing between the parties hereto in respect of the subject matter of this Agreement.

16.03

This Agreement may be executed in several parts in the same form and such parts as so executed shall together form one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

16.04

Wherever the singular or masculine are used throughout this Agreement, the same shall be construed as being the plural or feminine or neuter where the context so requires.

16.05

Time is hereby expressly made of the essence with respect to the performance by the parties of their respective obligations under this Agreement.

16.06

Nothing contained in this Agreement shall cause a party to be a partner, agent or legal representative of any other party. It is intended that this Agreement shall not create the relationship of a partnership between the parties and that no act done by any party pursuant to the provisions hereof shall operate to create such a relationship.

16.07

All reference to monies hereunder are to Canadian dollars and all payments to be made to any party hereunder may be made by certified cheque or bank draft mailed or delivered to such party at its address for notice purposes as provided herein, or for the account of such party at such bank or banks in Canada as such party may designate from time to time by written notice. Said bank or hanks shall be deemed to be the agent of the designating party for the purpose of receiving, collecting and receipting such payment.

16.8

The headings of the Sections of this Agreement are for convenience only and do not form a part of this Agreement nor are they intended to affect the construction of anything herein contained or govern the rights and liabilities of the parties.

16.9

If any one or more of the provisions contained herein should be invalid, unenforceable or illegal in any respect in any jurisdiction, the validity, legality and enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be effected or impaired thereby.

16.10

This Agreement may not be changed orally but only by an agreement in writing, duly executed by the party or parties against which enforcement, waiver, change, modification or discharge is sought.

16.11

Words used herein importing the singular number only shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and neuter genders and vice versa, and words importing persons shall include firms and corporations.

16.12

This Agreement is subject to the approval of the Canadian Venture Exchange and the shares issued hereunder are subject to the resale restrictions imposed by all securities regulatory authorities having jurisdiction, including the Canadian Venture Exchange.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and

year first above written.

[AGREEMENTMENARDBOOKER2001002.JPG]

SCHEDULE "A"

[AGREEMENTMENARDBOOKER2001003.JPG] The following are the Mineral Claims described as the "Property".

OMINECA MINING DIVISION

PROVINCE OF BRITISH COLUMBIA

Claim Name	Tenure Number		Units
Gem 1	3533315		1
Gem 2	3533316		1
Gem 3	3533317		1
Gem 4	3533319	6Nx3W	18
Mon 1	366985	4Nx3W	12
Morr 2	366986	4Nx5E	20
Morr 3	366987	4Sx5W	20
Morr 4	366988	2Sx2W	4

SCHEDULE "B"

[AGREEMENTMENARDBOOKER2001004.JPG] THIS AGREEMENT made as of the

day of

, 2001. BETWEEN:

ROLLAND JOSEPH MENARD , having a mailing address at 703 St. Pauls Street,

Kamloops, British Columbia, V2C 2K3

(hereinafter called the "Menard")

OF THE FIRST PART AND:

PACIFIC BOOKER MINERALS INC ., a company duly incorporated under the laws of the Province of British Columbia, and having its registered office at 430 - 580 Hornby Street, Vancouver, in the Province of British Columbia, V6C 3B6;

(hereinafter called the "Booker")

OF THE SECOND PART WHEREAS:

Pursuant to an Agreement (the "Option Agreement") dated as of

Booker has acquired from Menard the following Mineral Claims (the "Claims") in the Omineca Mining Division, Omineca Mining Division, Province of British Columbia:

Claim Name

Tenure Number

Units

[TO BE COMPLETED AFTER ACQUIRED UNITS ARE SELECTED]

Pursuant to the terms of the said Agreement, the parties are entering into this Agreement to more particularly define and set forth the entitlement of Menard to receive and the obligation of Booker to pay to Menard a royalty on the proceeds from production on the Mineral Claims.

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the premises and the covenants and agreements hereinafter contained, the parties hereto agree as follows:

Menard shall be entitled to receive and Booker shall pay to Menard a 1 1/2% percent of Net Smelter Returns from production.

"Net Smelter Returns" shall mean the actual proceeds received from any mint, smelter, refinery or other purchaser for the sale of gold, ores, base metals, precious metals, rare earth metals, elements and any other minerals normally subject to net smelter returns or concentrates produced from the Leases and sold, after deducting from such proceeds the following charges to the extent that they were not deducted by the purchaser in computing payment: smelting and refining charges, penalties, smelter assay costs and umpire assay costs, costs of freight and handling of metals of or concentrates from the Leases to any mint, smelter, refinery, or other purchaser marketing costs including insurance on all such metals or concentrates, customs duties or mineral taxes or the like and export and import taxes or tariffs payable in respect of said ores, metals or concentrates. But not including Booker's income tax, property tax, ad valorem tax business tax, or similar taxes. Any charges to be conducted hereunder which are made to an associated company of Booker must be on commercially reasonable terms or much be approved in writing by Menard.

Payments of Net Smelter Returns shall be made within 30 days after the end of each calendar quarter in which Net Smelter Returns, as determined on the basis of final adjusted invoices, are received by Booker . All such payments shall be made in Canadian dollars.

For the purposes of determining Net Smelter Returns, all receipts and disbursements in currency other than Canadian shall be converted into Canadian currency on the day of receipt or disbursement, as the case may be.

Each payment of Net Smelter Returns shall be accompanied by a statement indicating the calculation of Net Smelter Returns paid. Menard shall be entitled to audit, during normal business hours, such books and records as are necessary to determine the correctness of the payments, provided however, that such audit shall be made only on an annual basis and within 12 months of the end of the fiscal period in respect of which such audit is made.

Payment of Net Smelter Returns shall be made to Menard at such place or places in Canada as it shall advise Booker from time to time.

[AGREEMENTMENARDBOOKER2001005.JPG]

[AGREEMENTMENARDBOOKER2001006.JPG]

BETWEEN:

ROLLAND JOSEPH MENARD, having a mailing address at 703 St. Paul Street, Kamloops, British Columbia, V2C 2K3;

(hereinafter called the "Optionor")

OF THE FIRST PART AND:

PACIFIC BOOKER MINERALS INC., a company duly incorporated under the laws of the Province of British Columbia, and having its registered office at 430 - 580 Hornby Street, Vancouver, in the Province of British Columbia, V6C 3B6;

(hereinafter called the "Optionee")

OF THE SECOND PART

WHEREAS the parties hereto have entered into an Agreement dated July 9, 2001 whereby the Optionee could acquire 10 claim units selected from 77 claim units (the "Initial Claims") described in the said Agreement.

AND WHEREAS the Initial Claims have been registered in the name of the Optionee.

AND WHEREAS the Optionor subsequently acquired an additional 9 claim units which overlapped and/or were contiguous to the Initial Claims (the "Additional Claims").

AND WHEREAS some of the Initial Claims were abandoned.

AND WHEREAS the Optionee restaked a portion of the ground covered by part of the Initial Claims (the "Restaked Claims").

AND WHEREAS the parties hereto wish to enter into this Agreement (the "Option Agreement") whereby the Optionee may acquire all of the Optionor's interest in the Mineral Claims located in the Omineca Mining Division, Province of British Columbia set out in Schedule A (the "Property") subject to a net smelter return royalty which is described in Schedule B attached to this Agreement and to supercede all of the terms set out in the Agreement dated July 9, 2001.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the payments and the premises, the mutual covenants and agreements herein contained, the parties hereto have agreed and do hereby agree as follows:

REPRESENTATIONS OF THE OPTIONOR

1.01

The Optionor represents and warrants to the Optionee that:

(a)

to the best of his knowledge, information and belief, the mineral claims comprised in the Property have been duly and validly issued pursuant to the laws of British Columbia and are in good standing;

(b)

(c)

the Optionor is the registered and beneficial owner of the Additional Claims are described in Schedule "A" and has a beneficial interest in those claim units forming part of the Initial Claims which were not previously acquired by the Optionee;

(d)

the Optionor has a right to enter into this Agreement and transfer an interest in the Property.

1.02

1.03

The Optionor will indemnify and save the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by him, and the Optionor acknowledges that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE
2.01

The Optionee represents and warrants to the Optionor that:

(a)

it has been duly incorporated and validly exists as a corporation in good standing under the laws of the Province of British Columbia;

(b)

agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound;

(c)

2.02

PURCHASE PRICE

3.01

The Optionor hereby grants to the Optionee the sole and exclusive right and option to acquire a 100% undivided interest in and to the claim units previously acquired and the remaining claim units forming part of the Initial Claims, the Restaked Claims and the Additional Claims comprising the Property subject to the terms of this Agreement and a Net Smelter Return Royalty as described in the Net Smelter Return Agreement attached hereto as Schedule "13" in consideration for 45,000 shares of the Optionee's common stock within fifteen (15) days of the approval of this Agreement by the TSX Venture Exchange.

TRANSFER OF PROPERTY

4.01

Upon the issue and allotment of shares, pursuant to sub-paragraph 3.01 above, the Optionor shall execute all such effectual and valid transfers of the Additional Claims and such other documents as the Optionee or its counsel may deem necessary to transfer to the Optionee a 100%

undivided registered interest in and to the Property free and clear of all encumbrances save and except this Agreement and the Net Smelter Return Royalty Agreement attached hereto as Schedule "B" and shall deliver the same to the Optionee.

4.02

Except as otherwise herein expressly provided, the Optionee shall have the exclusive right at all times during the currency of this Agreement to enter in and upon the Property and to the extent that it is in its sole discretion may consider advisable to explore, examine, prospect, investigate, map, survey, mine, develop and to carry out commercial production on the Property or any part or parts thereof, and to extract, remove and treat rock, earth and, ore and minerals therefrom and to dump and store materials and waste materials thereon or therein. In doing such exploration, development, mining and production work, the Optionee may treat the Property as a group or in conjunction with adjoining claims which the Optionee may own and may explore and develop the Property by means of drilling, shaft sinking, cross cutting, drifting and raising, or by any other exploration or development or mining method as recommended by its engineers, geologists and consultants. The Optionee shall have custody, possession and control of all drill cores during the term of this Agreement and upon the termination of this Agreement shall deliver up to the Optionor all such drill cores, together with all assays, geological information, models, maps and reports made prepared or taken in connection with the work conducted, or to be conducted, on the Property pursuant to the terms of this Agreement. The Optionee shall have the right to do such prospecting, exploration, development or other mining work thereon and thereunder as the Optionee in its sole discretion may determine advisable; to bring upon and erect upon the Property building, plant machinery and equipment as the Optionee may deem advisable; to remove therefrom and dispose of reasonable quantities of ores and minerals for the purposes of obtaining assays or making other tests (up to 50 tons from each mining lease); and to mine, remove and sell for its own benefit subject to the net smelter return royalty granted herein, any and all ores, minerals, or products obtained from the Property.

FORCE MAJEURE

5.01

If the Optionee is prevented from or delayed in complying with any provisions of this Agreement by reasons of strikes, labour disputes, lockouts, labour shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reasons or reasons beyond the control of the Optionee, the time limited for the performance of the various provisions of Agreement as set out herein shall be extended by a period of time equal in length to the period of such prevention and delay.

5.02

The Optionee, insofar as is possible shall promptly give written notice to the Optionor of the particulars of the reasons for any prevention or delay under this Section and shall take all necessary steps to remove the cause of such prevention or delay and shall give written notice to the Optionor as soon as such cause ceases to exists.

COVENANTS OF THE OPTIONEE

6.01

The Optionee hereby covenants and agrees with the Optionor as follows:

(a)

(b)

that it will carry out its operations on the Property in a careful and miner like manner and in accordance with the applicable laws and regulations of British Columbia and Canada;

(c)

that it properly pay all accounts of every nature and kind for wages, supplies, Workers' Compensation Assessments, income tax deductions and all other accounts

(a)

and indebtedness incurred by it so that no claim or lien arise thereon or upon the ore or mineral contained therein and it will indemnify the Optionor and save it harmless from any and all loss, costs, actions, suits, damages or claims which may be made against the Optionor in respect of the operations on the Property, provided however, that the Optionee shall have the right to contest the validity of any such lien or claim of lien;

(d)

upon the tennination of this Agreement, if such occurs, that it will leave the Property in a safe condition in accordance with applicable statutes and regulations;

(e)

(f)

that it will indemnify and hold harmless the Optionor from and against any damage, claim or demand arising out of the Optionee's failure to comply with this paragraph;

(g)

(h)

that it will obtain all necessary environmental permit prior to commencing operations

on the Property and it will be responsible for any environmental assessments made by governmental bodies as a result of operations on the Property.

TERMINATION NOTICE

7.01

Until such time as the Optionee has carried out all of the terms of paragraph 3.01:

(a)

(b)

OPTIONEE'S INDEMNITY

8.01

DEFAULT

9.01

of default by the other party, the defaulting party shall have failed to cure any such default, in which event this Agreement shall terminate.

ARBITRATION

10.01

NOTICE

11.01

INTERPRETATION

12.01

The terms of this Agreement shall be construed in accordance with the laws of British Columbia.

ENUREMENT _,

13.01

This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, successors or assigns, as the case may be.

ADDITIONAL TERMS

14.01

Each of the parties hereto agree to execute such further and other deeds, documents and assurances and to do such further and other acts as may be necessary to carry out the true intent and meaning this Agreement, fully and effectually.

14.02

14.03

14.04

Wherever the singular or masculine are used throughout this Agreement, the same shall be construed as being the plural or feminine or neuter where the context so requires.

14.05

Time is hereby expressly made of the essence with respect to the performance by the parties of their respective obligations under this Agreement.

14.06

14.07

All reference to monies hereunder are to Canadian dollars and all payments to be made to any party hereunder may be made by certified cheque or bank draft mailed or delivered to such party at its address for notice purposes as provided herein, or for the account of such party at such bank or banks in Canada as such party may designate from time to time by written notice. Said bank or banks shall be deemed to be the agent of the designating party for the purpose of receiving, collecting and receipting such payment.

14.08

14.09

If any one or more of the provisions contained herein should be invalid, unenforceable or illegal in any respect in any jurisdiction, the validity, legality and enforceability of such provision

shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be effected or impaired thereby.

14.10

This Agreement may not be changed orally but only by an agreement in writing, duly executed by the party or parties against which enforcement, waiver, change, modification or discharge is sought.

14.11

14.12

This Agreement is subject to the approval of the TSX Venture Exchange and the shares issued hereunder are subject to the resale restrictions imposed by all securities regulatory authorities having jurisdiction, including the TSX Venture Exchange.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.

[AGREEMENTMENARDBOOKER2005001.JPG]

[AGREEMENTMENARDBOOKER2005002.JPG]

SCHEDULE "A"

To the Agreement between ROLLAND JOSEPH MENARD and PACIFIC BOOKER MINERALS INC., as of the 7th

day of January

, 2005.

The following are the Mineral Claims described as the "Property".

OMINECA MINING DIVISION

PROVINCE OF BRITISH COLUMBIA

The Acquired Units and the remainder of the Initial Claims (Registered in the name of Pacific Booker Minerals Inc.).

Claim Name	Tenure Number	Units
Morr 1	366985	12
Morr 2	366986	20
Morr 3	366987	20
Gem 1	353315	1
Gem 2	353316	1
Gem 3	353317	1

The Restaked Claims (Registered in the name of Pacific Booker Minerals Inc.) Claim Name

Tenure Number

Units

SCHEDULE A - Page 2

The Additional Claims (Registered in the name of Rolland Joseph Menard)

Claim Name	Tenure Number	Units
RM 1	415198	1
RM 2	415199	1
RM 3	415200	1
RM 4	415201	1
RM 5	415202	1
RM 6	415210	1
RM 7	415211	1
RM 8	415212	1
RM 9	415213	1

SCHEDULE "B"

To the Agreement between ROLLAND JOSEPH MENARD and PACIFIC BOOKER MINERALS INC., as of the 7th day of

January

, 2005.

THIS AGREEMENT made as of the 7th

day of

January

, 2005. BETWEEN:

ROLLAND JOSEPH MENARD, having a mailing address at 703 St. Pauls Street, Kamloops, British Columbia, V2C 2K3;

(hereinafter called the "Menard")

OF THE FIRST PART AND:

PACIFIC BOOKER MINERALS INC., a company duly incorporated under the laws of the Province of British Columbia, and having its registered office at 430 - 580 Hornby Street, Vancouver, in the Province of British Columbia, V6C 3B6; (hereinafter called the "Booker")

OF THE SECOND PART WHEREAS:

A. Pursuant to an Agreement (the "Option Agreement") dated as of January 7, 2005, Booker has acquired from Menard an interest in the following Mineral Claims (the "Claims") in the Omineca Mining Division, Province of British Columbia:

Claim Name	Tenure Number	Units
Morr 1	366985	12
Morr 2	366986	20
Morr 3	366987	20
Gem 1	353315	1
Gem 2	353316	1
Gem 3	353317	1

Claim Name

Tenure Number

Units

	-2-
Claim Name	Tenure Number	Units
Roli 1	390461	8
RM 1	415198	1
RM 2	415199	1
RM 3	415200	1
RM 4	415201	1
RM 5	415202	1
RM 6	415210	1
RM 7	415211	1
RM 8	415212	1
RM 9	415213	1

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the premises and the covenants and agreements hereinafter contained, the parties hereto agree as follows:

Menard shall be entitled to receive and Booker shall pay to Menard a 1 1/2% percent of Net Smelter Returns from production.

duties or mineral taxes or the like and export and import taxes or tariffs payable in respect of said ores, metals or concentrates. But not including Booker 's income tax, property tax, ad valorem tax business tax, or similar taxes. Any charges to be conducted hereunder which are made to an associated company of Booker must be on commercially reasonable terms or much be approved in writing by Menard.

Payment of Net Smelter Returns shall be made to Menard at such place or places in Canada as he shall advise Booker from time to time.

If metal, concentrates or ore shipped from the Mineral Claims are lost or destroyed under circumstances in which Booker receives payment under an insurance policy, such payments will be deemed Net Smelter Returns.

Booker shall not sell, assign, transfer or in any other manner deal with the Mineral Claims or any interest therein without the purchaser, transferee or assignee acquiring the Mineral Claims or such interest therein first agreeing with Menard in writing to be bound by the terms of this Agreement.

This agreement shall enure to the benefit of and be binding upon the parties hereto and their heirs, executors, administrators, successors and assigns.

10.

Any dispute arising out of or related to any report, payment, calculation or audit shall be resolved solely by the arbitration procedure provided in the Agreement. No error in accounting or in interpretation of the Agreement or this agreement shall be the basis of or a claim of breach of fiduciary duty, or the like, or give rise to a claim for exemplary or punitive damages or for termination or rescission of the Agreement or the estate and rights acquired and held by Menard

under the terms of this Agreement.

IN WITNESS WHEREOF the parties hereto have executed these presents.

[AGREEMENTMENARDBOOKER2005003.JPG]

[AGREEMENTMENARDBOOKER2005004.JPG]

BETWEEN

NORANDA MINING AND EXPLORATION INC.

AND

BOOKER GOLD EXPLORATIONS LIMITED

Effective October 22, 1997

DEFINITIONS

1.1

For the purpose of this Agreement:

(a)

"Accounting Procedure" means the accounting procedure prescribed from time t,) time by the Management Committee, which shall initially be the accounting procedure forming part of this Agreement and set out in Schedule "C" hereto;

(b)

"Aggregate" means in respect of Expenditures, on any date, the cumulative total of all Expenditures made to that date;

(c)

"Aggregate Property" means the combination of the Hearne Property and Morrison Property;

(d)

"Aggregate Property Joint Venture" means a joint venture formed pursuant to the terms of this Agreement between Noranda and Booker with respect to both the Morrison Property and the Hearne Property in the event Noranda elects to create such a joint venture pursuant to paragraph 9.2(c) of this Agreement;

(e)

"Assets" means the machinery, equipment, Property, Other Tenements, Facilities, Mineral Products, Supplies, and all other assets acquired or held by the Participants with respect thereto or pursuant to this Agreement as the same may exist from time to time;

(f)

"Associated Company" means:

(i)

any corporation which owns directly or through any other means not less than 30% of the outstanding capital stock of a party hereto,

(ii)

any corporation of which a party hereto owns directly or through any other means not less than 30% of the outstanding capital stock, and

(iii)

any corporation of which either of the corporations referred to in paragraphs (i) and (ii) owns directly or through any other means not less than 30% of the outstanding capital stock;

(g)

"Bankable Feasibility Study" means a detailed report prepared by an independent mining engineering firm of good international repute demonstrating that it is commercially viable to place all or any part of the Morrison Property alone or in combination with all or any part of the Hearne Property into Commercial Production at an acceptable rate of return on capital, in such form and detail as is customarily required by institutional lenders of major financing for mining projects, and shall include a reasonable assessment of the mineable ore reserves and their amenability to metallurgical treatment, a complete description of the work, equipment and supplies required to bring such part of the Morrison Property or Hearne Property into Commercial Production, including the requirements for permitting. Environmental

-3

protection and reclamation, and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations supported by at least the following information:

(i)

a description of that part of the Morrison Property and\cr Hearne Property to be covered by the proposed mine,

(ii)

the estimated recoverable reserves of minerals and the estimated composition and content thereof,

(iii)

the costs and time estimate for permitting,

(iv)

the proposed procedure for development, mining and production,

(v)

results of ore amenability tests (if any),

(vi)

the nature and extent of the Facilities proposed to be acquired for the purposes of producing and marketing ore, concentrates or precipitates, which may include mill or beneficiation facilities for processing such ore if the size, extent and location of the mineral body makes such mill or beneficiation facilities feasible, in which event the study shall also include a preliminary design for such mill or beneficiation facilities,

(vii)

the total costs, including capital budget, which are reasonably required to permit, purchase, construct and install all structures, machinery and equipment required for the proposed mine, including a schedule of timing of such requirements,

(viii)

all environmental impact studies and costs and all costs of reclamation,

(ix)

the period in which it is proposed that the Morrison Property and\or the Hearne Property shall be brought to Commercial Production,

(x)

such other data and information as are reasonably necessary to substantiate the existence of an ore deposit of sufficient size and grade to justify development of a mine, taking into account all relevant business, tax and other economic considerations; and

(xi)

working capital requirements for the initial four months operations of the Property as a mine or such longer period as may be reasonably justified in the circumstances;

and which will include consideration that the milling of any Mineral Products mined from the Morrison Property will take place off-site in determining whether the Morrison Property is commercially viable on its own;

-4-

(h)

"Bankable Feasibility Study Costs" means the costs to conduct and complete the Bankable Feasibility Study on the Morrison Property or the Hearne Property and Morrison Property combined, as the case may be, from the effective date of this Agreement to the date of the delivery of the Bankabl.: Feasibility Study to Noranda;

(i)

"Booker Option" means the sole and exclusive right and option granted by Noranda to Booker to earn an undivided 50% right, title and interest in and to the Morrison Property as more particularly set forth in subsection 4.1 and subject to subsection 4.2;

(j)

"Booker Option Period" means the period commencing on the date hereof and terminating on the earlier of the termination of the Booker Option or the exercise of the Booker Option;

(k)

"Commercial Production" means the commercial exploitation of Mineral Products from the Property or any part as a mine, but does not include milling for the purpose of testing or milling by a pilot plant. Commercial Production shall be deemed to have commenced on the earliest of:

(i)

if a plant is located on the Property, the last day of a period of 60 consecutive days in which Mineral Products have been processed through such plant at an average rate not less than 75% of the initial design rated capacity of such plant, or

(ii)

if no plant is located on the Property, the first day of the month following the first period of 30 consecutive days during which Mineral Products have been shipped from the Property on a regular basis for the purpose of processing and earning revenue;

(1)

"Cost Share" means the respective shares of Costs and other liabilities to be borne by _, each Participant and for any particular cost or liability shall be equal to the respective Interests of each Participant as determined at the time the cost or liability is incurred;

(m)

"Costs" means Expenditures, Program Overruns, Production Program Costs, Production Program Overruns, Operating Costs wad Reclamation and Remediation Costs (as defined in subsection 19.9), as applicable;

(n)

"Encumbrances" means mortgages, charges, pledges, security interests, liens, actions, claims, demands, third party interests and equities of any nature;

(o)

"Expansion" means:

(i)

any increase of 20% or more in mining capacity from the Property,

(ii)

any increase of 20% or more in the capacity or throughput of any concentrating mill or processing or beneficiation facility to facilitate increased production from the Property whether from an existing mine or

-5-

in connection with the opening and equipping of an additional mine or mines on the Property; and

(iii)

any development work to be ;ompleted in one calendar year (A) if such work is not required in tit: ordinary course to continue mining as contemplated in the Bankable Feasibility Study and (B) Costs therefor are reasonably estimated by the Operator to exceed $5,000,000;

(p)

"Expenditures" means, without duplication, all costs, expenses, obligations and liabilities of whatever kind or nature directly or indirectly incurred by Booker up to the Participation Date and by the Participants from the date of exercise of the Booker Option up to the implementation of the Production Program in connection with the exploration and development of the Property, including without limiting the generality of the foregoing, monies expended in maintaining the Property in good standing by doing and filing assessment work, in doing geophysical, geochemical and geological surveys, drilling, drifting and other underground work, assaying and metallurgical testing and engineering, in acquiring Facilities, in paying the fees, wages, salaries, travelling expenses, and fringe benefits (whether or not required by law) of all persons engaged in work with respect to and for the benefit of the Property, in paying for the food, lodging and other reasonable needs of such persons and including all costs at prevailing charge out rates for any personnel or officers of the Operator who from time to time are engaged directly or indirectly in work on the Property and an overhead fee equal to 15% of all other Expenditures but excluding any construction or development contracts, to which a 3% management fee shall apply;

(q)

”Facilities" means all mines, plants and facilities including without limitation, all pits, haulageways, and other underground workings, and all buildings, plants, facilities and other structures, fixtures and improvements, and all other property, whether fixed or moveable, as the same may exist at any time in, or on the Property and relating to the operation of the Property as a mine or outside the Property if for the exclusive benefit of the Property only;

(r)

"Hearne Property" means the 22 located mineral claims described in Schedule "B" to this Agreement together with the surface rights, mineral rights, personal property and permits associated therewith (but excluding all timber rights), and shall include any renewal thereof and any other form of successor or substitute title thereto;

(s)

"Interest" means the undivided beneficial percentage interest of the Participants in the Assets and shall be equal to its Interest in the Property as determined pursuant to this Agreement;

(t)

"Joint Venture" means either the Morrison Property Joint Venture or the Aggregate Property Joint Venture, as the case may be, which will be created between Noranda and Booker following the exercise of the Booker Option and subject to exercise of the Noranda Option;

-6-

(u)

"KCC Agreement" means that agreement dated July 4, 1995 between Booker and KCC 167 Holdings Ltd. ("KCC") with respect to the Copper 100 and Copper 200 located mineral claims forming part of the Hearne Property under which a 3% net smelter return royalty is payable l:)y Booker to Spence, subject to a total 2% buy-back right for $1,000,000, a true and complete copy of which is attached as Schedule "D" hereto;

(v)

"Management Conunittef:" means a committee formed pursuant to Section 17;

(w)

"Mineral Products" means minerals mined within the area which comprises the Property, to which has been applied the least number of treatments or processes necessary to render the minerals into a substance or state for which there is a commercially significant market, either within or outside North America, of arm's length sales or purchases between unrelated parties;

(x)

"Morrison Property" means the 32 located mineral claims described in Schedule "A" to this Agreement together with the surface rights, mineral rights, personal property and permits associated therewith (but excluding all timber rights), and shall include any renewal thereof and any other form of successor or substitute title thereto;

(y)

"Morrison Property Joint Venture" means a joint venture formed pursuant to the terms of this Agreement between Noranda and Booker with respect to the Morrison Property in the event Noranda elects to create such a joint venture pursuant to paragraph 9.1(a) of this Agreement;

(z)

"Noranda Option" means the option granted by Booker to Noranda under subsection 11.4 of this_ Agreement to increase Noranda's initial Interest in the Aggregate Property Joint Venture to 50%;

(aa)

"Operating Costs" means, for any period after commencement of Commercial Production, all costs, expenses, obligations, liabilities and charges of whatsoever kind or nature actually incurred or chargeable, pursuant to an approved Operating Plan in connection with the operation of the Property as a mine during such period, which costs, expenses, obligations, liabilities and charges include, without duplication and without limiting the generality of the foregoing, the following:

(i)

all costs of or related to the mining of ores or other products and the operation of the Facilities and all costs of or related to marketing of Mineral Products including transportation, commissions and/or discounts,

(ii)

all costs of maintaining in good standing or renewing from time to time the Property and Other Tenements or any interest therein including payment of all government royalties and taxes of any nature whatsoever in connection therewith, other than income taxes of the parties,

(iii)

such amount of cash for working capital as, in the opinion of the Operator, is required for the operation of the Property as a mine,

(i)

-7-

(iv)

all costs of or related to operating employee facilities, including housing,

(v)

all duties, charges, levies, royalties, taxes (excluding taxes levied on the in:ome of the parties) and other payments imposed by any government or municipality or department or agency thereof upon or in connection with operating the Property as a mine,

(vi)

a free made by the Operator in accordance with subsection 13.1(0 of this Agreement,

(vii)

fees, wages, salaries, travelling expenses, fringe benefits and severance costs (whether or not required by law) of all persons directly engaged in respect of and for the benefit of the property and all costs involved in paying for the food, lodging and other reasonable needs of such persons,

(viii)

all costs of consulting, legal, accounting, insurance and other services,

(ix)

all exploration expenditures incurred after commencement of Commercial Production,

(x)

all capital costs of operating the Property as a mine including all costs of construction, equipment and mine development including maintenance, repairs and replacements, and any capital expenditures relating to an improvement, expansion, modernization or replacement of the Facilities,

(xi)

all costs for pollution control, reclamation costs and any other related costs incurred or to be incurred in connection with the operation of the Property as a mine,

(xii)

any costs or expenses incurred or to be incurred relating to the termination of the operation of the Property as a mine,

(xiii)

uninsured losses on the Facilities,

and except where specific provision is made otherwise, all Operating Costs shall be determined in accordance with generally accepted accounting principles applied consistently from year to year but such costs shall not include any amount in respect of amortization of Costs, depletion or depreciation;

(bb)

"Operating Plan" means a plan presented by the Operator pursuant to subsection 19.2;

(cc)

"operating the Property as a mine" or "operation of the Property as a mine" means any or all of the mining, milling, leaching, smelting, and refining of ores, minerals, metals or concentrates derived from the Property;

(dd)

"Operating Year" means the period described in subsection 19.1:

-8-

(ee)

"Operator" means the party acting as operator pursuant to this Agreement;

(ff)

"Other Tenements" means all surface rights of and to any lands within or outside the Property including surface rights held in fee or under lease, licence, easement, right of way or other rights of any kind (and all renewals, extensions and amendments thereof or substitutions therefor) acquired by or on behalf of the parties with respect to the Property but excluding timber rights;

(gg)

"Participant" means, after the Participation Date, Noranda or Booker, as the context requires, and its successors and permitted assigns and "Participants" means collectively Noranda and Booker, and their successors and permitted assigns;

(hh)

"Participation Date" means that date on which Booker exercises the Booker Option and Noranda elects to form a Joint Venture;

(ii)

"Prime Rate" means, for any month, the annual rate of interest charged by the main branch in Vancouver, British Columbia, of The Canadian Imperial Bank of Commerce as the reference rate of interest for determining Canadian dollar loans in Canada at noon on its first business day in that month;

"Production Program" means as the context requires:

(i)

any production program and budget to carry out work and incur Production Program Costs contemplating achievement of Commercial Production pursuant to a Bankable Feasibility Study; and

(ii)

a document wherein there is specified in detail all work proposed to be carried out during such program, the estimated Production Program Costs to be incurred and the area of the Property on which such work is to be undertaken;

(kk)

"Production Program Costs" means all cash, outlays and expenses, obligations and liabilities of whatever kind or nature spent or incurred directly or indirectly by the Participants in connection with a Production Program in order to equip the Property for and commence Commercial Production including working capital required for the initial four months of operation of the Property as a mine and including the fee charged by the Operator under subsection 13. 1(f);

(11)

"Production Program Overruns" means all Production Program Costs which exceed those estimated under a Production Program;

- 9 -

(mm)

"Program" means as the context requires:

(i)

any program and budget to carry out work and incur Expenditures on the Property;

(ii)

a document wherein there is specified in reasonable detail an outline of any and all research, prospecting and exploration and development work proposed to be carried out during such Program, the estimated Expenditures to be incurred in carrying out such work and the area of the Property on which such work is to be undertaken; and

(iii)

the preparation of any Bankable Feasibility Study and the preparation of any Production Program;

(nn)

"Program Overruns" means all Expenditures which exceed those estimated under a Program;

(oo)

"Property" means either:

(i)

the Morrison Property if Noranda elects to form the Morrison Property Joint Venture; or

(ii)

the Aggregate Property if Noranda elects to form the Aggregate Property Joint Venture;

(pp)

"Royalty Holder" means a party which holds a Royalty Interest under this Agreement;

(qq)

“Royalty Interest" means the three (3%) percent net smelter returns royalty which may be payable to a party in accordance with the terms of this Agreement, calculated and paid in accordance with Schedule "G" hereto;

(rr)

”Spence Agreement" means that agreement dated December 5, 1992 between Booker and Lome Spence ("Spence") as amended by an agreement dated January 28, 1999 with respect to the Hearne 1 through Hearne 13 located mineral claims inclusive and the BB1 through BB4 located mineral claims inclusive forming part of the Hearne Property under which, in order to maintain such agreement in good standing, Booker must issue a total of 200.000 shares to Spence, a true and complete copy of which is attached as Schedule "E" hereto;

(ss)

"Supplies" means all tangible personal property of a non-capital nature (other than Mineral Products or Facilities) acquired or held by the parties with respect to the Property;

(tt)

"Underlying Agreements" means, collectively, the Spence Agreement, the Winbourne Agreement and the KCC Agreement; and

- 10 -

(uu)

"Winbourne Agreement" means that agreement dated June 15, 1995 between Booker and Winbourne International Capital Management Ltd. ("Winbourne") with respect to the CUB 100, CUB 200 and CUB 300 located mineral claims forming part of the Hearne Property under which a 3% net smelter return royalty is payable by Booker to Winboume, subject to a total 2% buy-back right for $1,000,000, a true and complete copy of which is attached as Schedule "F" hereto.

REPRESENTATIONS AND WARRANTIES

2.1

Each of the parties represents and warrants to each other that:

(a)

it is a company duly incorporated, organized and validly subsisting and in good standing under the laws of its incorporating jurisdiction and that it is qualified to do business in those jurisdictions where it is necessary to fulfil its obligations under this Agreement;

(b)

it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(c)

neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a party;

(d)

the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary corporate action on its part and will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents;

(e)

it is unaware of any material facts or circumstances which have not been disclosed in this Agreement, which should be disclosed to the other parties in order to prevent the statements in this Section 2 from being materially misleading; and

(f)

except for the acceptance of this Agreement by the Vancouver Stock Exchange on the part of Booker, there are no consents, approvals or conditions precedent to its performance under this Agreement which have not been obtained.

2.2

Noranda hereby represents and warrants to Booker that:

(a)

Noranda has the exclusive right to enter into this Agreement and all necessary authority to dispose of an interest in and to the Morrison Property in accordance with the terms of this Agreement;

(b)

no person, firm or corporation has any proprietary or possessory interest in the Morrison Property other than Noranda and no person is entitled to any royalty or other

-11-

payment in the nature of rent or royalty on any minerals, ores, metals or concentrates, or any such other products removed from the Morrison Property;

(c)

there are no actual, pending or threatened actions, suits, claims or proceedings regarding the Morrison Property or any basis therefor of which it is aware;

(d)

the Morrison Property is legally and beneficially owned by Noranda and consists of 32 located mineral claims located in the Omineca Mining Division of the Babine District, British Columbia, is accurately described in Schedule "A" to this Agreement and is free and clear of all Encumbrances and third party interests whatsoever;

(e)

the located mineral claims comprising the Morrison Property have been duly and validly located and recorded pursuant to the laws of British Columbia and are in good standing by the proper payments of all fees, taxes and rentals in accordance with the requirements of the laws of British Columbia and the Regulations thereto, and the performance of all other actions necessary in that regard until the dates set out on Schedule "A";

(f)

to the best of Noranda's knowledge, information and belief:

(i)

conditions on and relating to the Morrison Property and operations thereon are in compliance with all applicable laws, regulations and orders relating to environmental matters including, without limitation, waste disposal and storage, and

(ii)

there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Morrison Property and the conduct of operations related thereto, none of them has received any notice of the same and none is aware of any basis on which any such order or direction could be made, and

(iii)

there is presently no restoration or reclamation work required to be done on or with respect to the Morrison Property other than the possibility of minor work with respect to certain exploration trenches and roads of which Booker is aware; and

(g)

Noranda is not aware of any material fact or circumstance which has not been disclosed to Booker in respect to the Morrison Property which should be disclosed in order to prevent the representations and warranties in this subsection from being misleading or which may be material to Booker's decision to enter into this Agreement and acquire an interest in the Morrison Property.

2.3

Booker hereby represents and warrants to Noranda that:

- 12 -

(a)

Booker has the exclusive right to enter into this Agreement and all necessary authority to dispose of an interest in and to the Hearne Property in accordance with the terms of this Agreement;

(b)

no person, firm or corporation has any proprietary or possessory interest in the Hearne Property other than Booker and the parties to the Underlying Agreements and, except for the parties to the Underlying Agreements, no person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, ores, metals or concentrates, or any such other products removed from the Hearne Property except as set out in the Underlying Agreements;

(c)

there are no actual, pending or threatened actions, suits, claims or proceedings regarding the Hearne Property or any basis therefor of which it is aware;

(d)

the Hearne Property is 100% legally and beneficially owned by Booker and consists of 22 located mineral claims located in the Omineca Mining Division of the Babine District, British Columbia, is accurately described in Schedule "A" to this Agreement and is free and clear of all Encumbrances and third party interests whatsoever except for the parties to the Underlying Agreements;

(e)

the located mineral claims comprising the Hearne Property have been duly and validly located and recorded pursuant to the laws of British Columbia and are in good standing by the proper payments of all fees, taxes and rentals in accordance with the requirements of the laws of British Columbia and the Regulations thereto, and the performance of all other actions necessary in that regard until the dates set out on Schedule "B";

(f)

each of the Underlying Agreements has been accepted for filing by the Vancouver Stock Exchange on behalf of Booker which is a party thereto and is in good standing and is in full force and effect and each party thereto has fully and timely performed each and every obligation of such party as presently set forth therein, no defaults under any of such agreements are alleged and Booker does not know of any reason why such default may be alleged;

(g)

attached as Schedule "H" hereto is a true copy of the written acknowledgement and agreement of Spence that the Morrison Property does not form part of the Spence Agreement claims pursuant to Section 15 of the Spence Agreement and that Spence. or the underlying optionors to the Spence Agreement in no way acquire any right or interest in the Morrison Property as a result of this Agreement and the grant of the Booker Option;

(h)

to the best of Booker's knowledge, information and belief:

(i)

conditions on and relating to the Hearne Property and operations thereon are in compliance with all applicable laws, regulations and orders relating

- 13 -

to environmental matters including, without limitation, waste disposal and storage, and

(ii)

there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Hearne Property and the conduct of operations related thereto, none of them has received any notice of the same and none is aware of any basis on which any such order or direction could be made, and

(iii)

there is presently no restoration or reclamation work required to be done on or with respect to the Hearne Property; and

(i)

Booker is not aware of any material fact or circumstance which has not been disclosed to Noranda in respect to the Hearne Property which should be disclosed in order to prevent the representations and warranties in this subsection from being misleading or which may be material to Noranda's decision to enter into this Agreement and acquire an interest in the Hearne Property.

2.4

The representations and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement and shall survive the exercise of the Booker Option and the Noranda Option and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by them and contained in this Agreement.

COVENANTS

3.1

During the Booker Option Period Noranda hereby covenants and agrees with Booker that Noranda:

(a)

shall not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the rights of Booker in respect of the Booker Option so long as Booker is not in default of the terms of this Agreement;

(b)

will make available to Booker and its representatives all information in its possession or control relating to work done on or with respect to the Morrison Property and will permit Booker and its representatives at their own expense to take abstracts therefrom and make copies thereof;

(c)

shall promptly provide Booker with any and all notices and correspondence from government agencies in respect of the Morrison Property;

(d)

shall transfer recorded title to the Morrison Property to Booker to be held in trust on behalf of Noranda and Booker, it being understood that such transfer is for administrative convenience only and that Booker will only acquire an interest in the Morrison Property by exercising the Booker Option:

(a)

- 14 -

(e)

shall immediately notify Booker of any claims, actions, demands of a civil, legal or juridical nature, filed against Noranda in respect of the Morrison Property.

3.2

During the Booker Option Period Booker hereby covenants and agrees with Noranda that Booker:

(a)

shall not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the rights of Noranda hereunder in respect of the Hearne Property so long as Noranda is not in default of the terms of this Agreement;

(b)

will make available to Noranda and its representatives all information in its possession or control relating to work done on or with respect to the Hearne Property and will permit Noranda and its representatives at its own expense to take abstracts therefrom and make copies thereof;

(c)

shall promptly provide Noranda with any and all notices and correspondence from government agencies in respect of the Hearne Property;

(d)

shall hold title to the Hearne Property in trust on behalf of Noranda and Booker, it being understood that such transfer is for administrative convenience only and that Noranda will only acquire an interest in the Hearne Property in accordance with the terms of this Agreement;

(e)

shall immediately notify Noranda of any claims, actions, demands of a civil, legal or juridical nature, filed against Booker in respect of the Hearne Property.

BOOKER OPTION

4.1

For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by Noranda) and the covenants and agreements of Booker set out in this Agreement, Noranda hereby grants to Booker the sole and exclusive right and option to acquire an undivided 50% right, title and interest in and to the Morrison Property subject to the terms of this Agreement.

4.2

In order to maintain in force the Booker Option granted to Booker and to exercise the Booker Option and subject to Sections 37 and 38, Booker must:

(a)

incur at least $250,000 in Expenditures on the Morrison Property on or before October 31, 1999;

(b)

incur an Aggregate of $600,000 in Expenditures on the Morrison Property on or before October 31, 2000;

(c)

incur an Aggregate of $1,000,000 in Expenditures on the Morrison Property on or before October 31, 2001;

(a)

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(d)

incur an Aggregate of $1,700,000 in Expenditures on the Morrison Property on or before October 31, 2002;

(e)

incur an Aggregate of $2,600,000 in Expenditures on the Morrison Property on or before October 31, 2003;

(f)

complete and deliver to Noranda on or before October 31, 2003 a Bankable Feasibility Study together with all other information respecting the Hearne Property in Booker's possession or control and not previously delivered by Booker to Noranda;

provided however that if Booker fails to complete and deliver to Noranda a Bankable Feasibility Study prior to October 31, 2003 then, provided that Booker has on that date incurred at least an aggregate of $2,600,000 in Expenditures on the Morrison Property in accordance with paragraphs 4.2(a) to (e) Noranda may in its sole and absolute discretion, not to be unreasonably withheld, upon receipt of the written request of Booker to do so delivered to Noranda on or before October 31, 2003 together with the written notice described in Section 4.5, extend the time for completion and delivery of the Bankable Feasibility Study under paragraph 4.2(f) for a maximum period of two years from the date of receipt of such written request. If the Bankable Feasibility Study determines that the Hearne Property is commercially viable on its own, Booker is not obliged to deliver the Bankable Feasibility Study to Noranda nor to request a combination of the Morrison Property and the Hearne Property pursuant to paragraph 9.2(b), and in that event the Booker Option will terminate and subsection 7.1 will apply.

4.3

The Booker Option will terminate in any of the following events:

(a)

subject to Sections 37 and 38, if any Expenditure required to be made by Booker to maintain the Booker Option in good standing is not incurred on the date set out in subsection 4.2 or if the Bankable Feasibility Study is not delivered within the time required by subsection 4.2; or

(b)

upon Booker giving notice to Noranda that it has abandoned the Booker Option herein.

4.4

Any excess in the amount of incremental Expenditures required to be incurred by Booker in the Booker Option Period to maintain the Booker Option under subsection 4.2 will be applied as a credit against Expenditures which Booker elects to incur during any subsequent period of time under subsection 4.2.

4.5

A written notice by Booker to Noranda accompanied by:

(a)

a statement of Booker to the effect that Booker has incurred the amount of Expenditures for the period specified in subsection 4.2; and

(b)

an itemized statement of such Expenditures;

shall be conclusive evidence of the making thereof unless Noranda delivers to Booker a notice in writing questioning the accuracy of such statement within 30 days of receipt. Upon delivery by

- 16 -

Noranda of a notice questioning the accuracy of such statement, the matter shall be referred to the auditor of Booker for final determination. If Booker's auditor determines that Booker has not spent the required Expenditures within the time specified in subsection 4.2, Booker shall not lose any of its rights hereunder and the Booker Option will not terminate if Booker pays to Noranda within 30 days of receipt of the auditor's determination 100% of the deficiency in such Expenditures. The written notice and itemized statement of Expenditures will be delivered to Noranda by Booker not later than three months from the expiration of the period set out in subsection 4.2.

RIGHT OF ENTRY AND OPTION ONLY

5.1

During the Booker Option Period, Booker, its employees, agents and independent contractors shall have the sole and exclusive right and option to:

(a)

enter the Morrison Property;

(b)

have exclusive and quiet possession thereof subject to the right of Noranda, or its duly authorized representatives, at their own risk and expense, to have access to the Morrison Property at all reasonable times for the purpose of inspecting work on the Morrison Property;

(c)

do such prospecting, exploration, development or other mining work thereon and thereunder as Booker, with the consent of Noranda, may deem advisable;

(d)

bring and erect upon the Morrison Property such equipment as Booker, with the consent of Noranda, deems advisable; and

(e)

remove from the Morrison Property Mineral Products for the purpose of testing only.

5.2

The Booker Option is an option only and nothing in this Agreement shall be construed as obligating Booker to do any acts or make any payments hereunder before the Participation Date, and any acts or payments made by Booker hereunder shall not be construed as obligating Booker to do any further act or make any further payment, except that Booker shall be liable to perform or pay for the performance of any reclamation work required as a result of activities carried out on the Morrison Property during the Booker Option Period.

COVENANTS OF BOOKER

6.1

During the Booker Option Period, Booker will:

(a)

keep the Morrison Property free and clear of all Encumbrances arising from its operations hereunder (except liens for taxes, which are the responsibility of Noranda, inchoate liens or liens contested in good faith by Booker) and in good standing with respect to the doing and filing of all necessary assessment work at least 20 business days before such filing is required and provide evidence in writing to Noranda of such filing at least 10 business days before such filing is required and proceed with all diligence to contest or discharge any lien that is filed;

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(b)

permit Noranda, or its representatives duly authorized by Noranda in writing, at their own risk and expense, access to the Morrison Property and the Hearne Property at all reasonable times and to Booker's offices in order to review all records prepared by or on behalf of Booker in connection with work done on or with respect to the Morris )n Property and the Hearne Property and Noranda will hold Booker blameless in respE;ct of any loss or injury resulting to representatives of Noranda during such visits;

(c)

promptly furnish Noranda on or before March 31 of each year with an annual report with respect to the work carried out by Booker on or with respect to the Morrison Property and the Hearne Property during the preceding calendar year and results and interpretations obtained or received in connection with such work, together with monthly reports and information with respect to work done on the Morrison Property in the preceding month during periods of active field work, such monthly reports to be delivered within fifteen (15) days of the end of each month and with any significant results to be reported forthwith;

(d)

conduct all work on or with respect to the Morrison Property and the Hearne Property in a careful and minerlike manner and in compliance with all applicable federal, provincial and local laws, rules, orders and regulations, and indemnify and save Noranda harmless from any and all claims, suits or actions including, without limitation, with respect to environmental problems, made or brought against it as a result of work done by Booker on or with respect to the Morrison Property;

(e)

obtain and maintain, and ensure that any of its contractors and agents obtain and maintain, at its or their own expense, the following:

(i)

statutory motor vehicle liability insurance covering their owned and/or leased vehicles with minimum limits of $2,000,000 inclusive per occurrence;

(ii)

"all risks" insurance covering their owned and/or leased equipment and temporary structures and Booker and its permitted contractors shall arrange for such insurance policy to contain a waiver of subrogation (by all insurers) against Noranda;

(iii)

commercial general liability insurance, including Noranda as a named insured, covering bodily injury, property damage and sudden and accidental pollution liability, such policy or policies not to contain any "XCU" exclusion provision, with minimum limits of $10,000,000 inclusive per occurrence, including but not limited to the following:

contingent liability with respect to contractors and suppliers;

blanket written contractors coverage;

non-owned automobile coverage;

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personal injury coverage;

occurrence property damage coverage;

employer's liability coverage;

cross liability clause; and

liability arising out of unlicensed equipment.

and all coverages in this section are to be primary and any coverages of Noranda are not to be considered contributory and Booker shall provide to Noranda to its satisfaction, certificates of insurance for all coverages noted in this section showing Booker and Noranda as insureds where required and showing required waivers of subrogation and coverages. Such certificates will either show all Booker's contractors as insureds or Booker will obtain certificates for the required insurance from its contractors and provide same to Noranda prior to the commencing of the contractor's services. All certificates will provide that all insurers shall give Booker ninety (90) days prior written notice of any cancellation, non-renewal, or amendment affecting any of the required coverage, including any reduction of insurance below the required limits;

(f)

record all work performed by Booker with respect to the Morrison Property as required for assessment purposes with the appropriate government offices;

(g)

indemnify and save Noranda harmless of and from any and all costs, liabilities and obligations incurred by Noranda as a result of the actions of Booker on or in connection with the Morrison Property or the Hearne Property;

(h)

continue to be solely responsible for all obligations arising pursuant to the Underlying Agreements; and

(i)

pay annual rentals, obtain all exploration and/or environmental bonds and otherwise maintain the Morrison Property and the Hearne Property in good standing.

OBLIGATIONS OF BOOKER AFTER TERMINATION

7.1

In the event of termination of the Booker Option for any reason other than through the exercise thereof, Booker will have earned no interest or royalty right in the Morrison Property whatsoever and will:

(a)

immediately retransfer title to the Morrison Property to Noranda and leave the Morrison Property:

(i)

in good standing with respect to annual assessment for not less than 12 months from the date of termination;

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(ii)

free and clear of all Encumbrances arising from its operations hereunder; and

(iii)

in a safe and orderly condition with respect to the work carried out by Booker and in compliance with all reclamation and remediation requirements of applicable laws and reguhtions;

(b)

deliver to Noranda within 60 days of termination a comprehensive report on all work carried out by Booker on the Morrison Property (limited to factual matters only) together with all information in Booker's possession or control with respect to such work including copies of all maps, drill logs, assay results and other technical data compiled by Booker with respect to the Morrison Property; and

(c)

remove from the Morrison Property, within 60 days of the effective date of termination, all Facilities erected, installed or brought upon the Morrison Property by or at the instance of Booker.

EXERCISE OF BOOKER OPTION

8.1

Once Booker has satisfied the requirements of subsection 4.2 and has delivered a notice in writing pursuant to subsection 4.5, Booker will, subject to the results of any audit pursuant to subsection 4.5, be deemed to have exercised the Booker Option and to have acquired an undivided 50% right, title and interest in and to the Morrison Property for its own use absolutely, subject to the terms of this. Agreement.

ELECTIONS BY NORANDA

9.1

If the Bankable Feasibility Study determines that the Morrison Property is commercially viable on its own and is not required to be combined with the Hearne Property in order to be commercially viable, whether or not the Hearne Property is commercially viable on its own, Noranda will have the right, exercisable within six months from the date of exercise of the Booker Option to either:

(a)

create the Morrison Property Joint Venture; or

(b)

assign its rights to this Agreement, including its right to elect under this subsection 9.1, to a third party pursuant to Section 24; or

(c)

to become a Royalty Holder in respect of the Morrison Property.

9.2

If the Bankable Feasibility Study determines that:

(a)

the Morrison Property is not commercially viable as a stand alone property but that it is commercially viable only if combined with the Hearne Property; or

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(b)

the _. Morrison Property is commercially viable as a stand alone property and that the combination of the Hearne Property and the Morrison Property is also commercially viable, regardless of whether the Hearne Property is viable as a stand alone property, and Booker elects in writing upon its delivery of the Bankable Feasibility Study to Noranda that it wishes to combine the Morrison Property and the Hearne Property;

then Noranda will have the option exercisable within six months of the exercise of the Booker Option by notice in writing to Booker to elect;

(c)

to create an Aggregate Property Joint Venture; or

(d)

assign its rights to this Agreement, including its right to elect under this subsection 9.2, to a third party pursuant to Section 24; or

(e)

to become a Royalty Holder in respect of the Morrison Property; or

(f)

in the case of paragraph 9.2(b), to refuse to combine the Morrison Property and the Hearne Property in which event Noranda will also deliver its election pursuant to subsection 9.1.

9.3

If Noranda elects to form an Aggregate Property Joint Venture pursuant to paragraph 9.2(c) then, within 30 days of Booker's receipt of such election by Noranda, the parties will appoint an independent third party to calculate the net present value of each of the Morrison Property and the Hearne Property using the information contained in the Bankable Feasibility Study together with such assumptions as to precious and base metal prices and discount rates as is mutually acceptable to Booker and Noranda and, failing agreement between them on such prices, as is acceptable to such independent third party (the "Morrison NPV" and the "Hearne NPV"). Upon delivery of the Morrison NPV and the Hearne NPV to Booker and Noranda:

(a)

in the case where the parties are acting pursuant to paragraph 9.2(a), Noranda will have three months to confirm in writing to Booker that Noranda is continuing with its election to form an Aggregate Property Joint Venture pursuant to paragraph 9.2(c), or whether Noranda is changing its election to the alternatives set out in paragraphs 9.2(d) or (e); or

(b)

in the case where the parties are acting pursuant to paragraph 9.2(b), Booker will have 30 days from the date of delivery of the Morrison NPV and the Hearne NPV to confirm in writing to Noranda that Booker wishes to proceed with a combination of the Morrison Property and the Hearne Property pursuant to paragraph 9.2(b) and, upon receipt by Noranda of such confirmation, Noranda will have three months to confirm in writing to Booker that Noranda is continuing with its election to form an Aggregate Property Joint Venture pursuant to paragraph 9.2(c), or whether Noranda is changing its election to the alternatives set out in paragraphs 9.2(d), (e) or (O.

9.4

If Noranda elects to become a Royalty Holder with respect to the Morrison Property in accordance with paragraphs 9.1(c), 9.2(e). 9.3(a) or 9.3(b) then Noranda shall have no further

-21 -

Interest in either the Morrison Property or the Booker Property except for the Royalty Interest with respect to the Morrison Property and any decision thereafter to place the Morrison Property into Commercial Production shall be at the sole discretion of Booker and Booker shall be under no obligation and nothing in this Agreement shall be construed as creating an obligation upon Booker to place the Morrison Property into Comnercial Production and if Booker commences the operation of the Morrison Property as a mine, Booker shall have the unfettered right to suspend or curtail any such operation from time to time as it in its :;tole discretion may deem advisable. Booker will have the right, exercisable at any time thereafter by notice in writing to Noranda, to purchase and, on receipt of such notice and payment therefor, Noranda will sell, up to one-half of the Royalty Interest for $1,500,000 ($500,000 for each 0.5% Royalty Interest). Booker shall be solely responsible for all prior, present and future liabilities, costs and obligations relating to the Morrison Property.

9.5

If, the Bankable Feasibility Study indicates, or Noranda reasonably determines based on the Bankable Feasibility Study that, it would be only marginally economic to place the Morrison Property alone or in combination with the Hearne Property into Commercial Production by reason of factors such as metals prices or market conditions for Mineral Products, governmental regulations or requirements or events of force majeure as described in section 37 of this Agreement, or the mineralization on the Morrison Property or the Hearne Property is of insufficient size or grade to be of interest to Noranda at that time, Noranda may elect by notice in writing to Booker to defer its elections under subsections 9.1 or 9.2 for up to 12 months from the date when such elections would otherwise be required to be made by paying all costs required to keep the Morrison Property and the Hearne Property in good standing during that 12 month period and Noranda may proceed to make such elections at any time within such additional 12 month period.

10.

ASSOCIATION OF PARTICIPANTS

10.1

If Noranda elects pursuant to:

(a)

paragraph 9.1 (a) to create the Morrison Property Joint Venture; or

(b)

paragraphs 9.2(c) or 9.3 to create the Aggregate Property Joint Venture;

then, on the Participation Date, Noranda and Booker shall associate as joint venturers for the following limited functions and purposes:

(c)

to further explore and, if deemed warranted as herein provided, to develop the Property and equip it for Commercial Production;

(d)

to operate the Property as a mine: and

(e)

to engage in such other activity with respect to the Property as may be considered by the parties to be necessary or desirable in connection with the foregoing.

10.2

After the Participation Date, all transactions, contracts, employments, purchases, operations, negotiations with third parties and any other matter or act undertaken on behalf of the Participants in connection with the. Assets shall be done, transacted, undertaken or performed in the

- 22 -

name of the Operator only, and no party shall do, transact, perform or undertake anything in the name of the other parties or in the joint names of the Participants.

10.3

After the Participation Date, the rights and obligations of the Participants shall be, in each case, several, and shall not be or be construed to be either joint or joint and several. Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute a Participant: a partner, an agent or legal representative of any other party. It is intended that this Agreement shall' not create the relationship of a partnership between the Participants and that no act done by any Participant pursuant to the provisions hereof shall operate to create such a relationship.

10.4

After the Participation Date, each Participant:

(a)

shall, subject to the exercise of the Noranda Option under subsection 11.4, be liable for its Cost Share of Costs and any other costs associated with the exploration, development or operation of the Property as a mine at such time as the liability is incurred by the Operator pursuant to an approved Production Program or Operating Plan;

(b)

shall, subject to the exercise of the Noranda Option under subsection 11.4, be liable for its Cost Share of any debts, liabilities or obligations arising from operations hereunder; and

(c)

in proportion to its Interest, shall indemnify and hold harmless the other Participants and the Operator from any claim of or liability to any third person asserted upon the ground that any action taken under this Agreement has resulted in or will result in any loss or damage to such third person, to the extent, but only to the extent that such claim or liability is paid by such other Participant or the Operator pursuant to an order of the Courts or an agreement in writing of both Participants.

10.5

Each Participant shall devote such time as may be required to fulfil any obligation assumed by it hereunder but, except for the parties' respective obligations hereunder in relation to the Property:

(a)

each Participant shall be at liberty to engage in any other business or activity outside the joint venture constituted hereby, including the ownership and operation of any other mining permits, licenses, claims and leases,

(b)

neither Participant shall be under any fiduciary or other obligation to the other Participant which shall prevent or impede such Participant from participating in, or enjoying the benefits of, competing endeavours of a nature similar to the business or activity undertaken by the Participants hereunder; and

(c)

the legal doctrines of "corporate opportunity" or "business opportunity" sometimes applied to persons occupying a relationship similar to that of the Participants shall not apply with respect to participation by either Participant in any business activity or

- 23 -

endeavour outside the joint venture constituted hereby and, without implied limitation, a Participant shall not be accountable to the other for participation in any such business activity or endeavour outside the joint venture constituted hereby which is in direct competition with the business or activity undertaken by the joint venture except as aforesaid.

11.

INTEREST OF PARTICIPANTS AND DEEMED EXPENDITURES

11.1

The Participants shall have such Interest as is determined from time to time in accordance with subsections 11.3, 11.4, 11.5 and 11.6.

11.2

If the Participants form the Morrison Property Joint Venture, then each of the Participants will be deemed to have an initial 50% Interest in the Morrison Property and to have each incurred an amount of Expenditures which is equal to the total amount of Expenditures incurred by Booker on the Morrison Property up to the Participation Date.

11.3

If the Participants form the Aggregate Property Joint Venture, then each Participant's initial Interest in the Aggregate Property Joint Venture will be calculated as follows:

Booker's Interest =	NPV Hearne + 50% NPV Morrison	x 100
	NPV Hearne + NPV Morrison
Noranda's Interest =	50% NPV Morrison	x 100
	NPV Hearne + NPV Morrison

11.4

Noranda will have the option, exercisable by notice in writing delivered to Booker within 60 days following the formation of the Aggregate Property Joint Venture to increase its initial Interest in the Aggregate Property Joint Venture to 50%, including a 50% Interest in the Hearne Property. If Noranda elects to exercise the Noranda Option, Noranda will elect at the same time to either:

(a)

contribute Booker's share of Costs up to a maximum amount equal to 50% of the NPV Hearne; or

(b)

contribute 100% of Costs up to a maximum amount equal to the NPV Hearne;

provided that if the total Costs required to achieve Commercial Production on the Property in accordance with the terms of the Bankable Feasibility Study is less than the NPV Hearne, then Noranda shall not be responsible for any further contributions to Costs on behalf of Booker, or for any further sole contributions to Costs, as the case may be, nor will Noranda be liable for any other payment in respect of the Noranda Option. Subject to subsection 11.6, if Noranda elects to exercise the Noranda Option, Noranda and Booker will each be deemed to hold a 50% Interest in the Property.

11.5

If Noranda elects to form the Aggregate Property Joint Venture pursuant to paragraph 9.2(c) then upon formation of the Aggregate Property Joint Venture and subject to

adjustment in the event Noranda exercises the Noranda Option, each of the Participants will be deemed to have incurred an amount of Expenditures in respect of the Aggregate Property Joint Venture as follows:

Booker - $(Booker Interest x Bankable Feasibility Study Costs)

Noranda - $(Noranda Interest x Bankable Feasibility Study Costs)

If, after exercising the Noranda Option, Noranda fails to make any required contributions under subsection 11.4, then, unless such failure is because the total Costs required to achieve Commercial Production on the Property in accordance with the terms of the Bankable Feasibility Study is less than the NPV Hearne, Noranda shall be deemed not to have increased its Interest pursuant to the Noranda Option, Noranda's Interest will be reduced to its initial Interest calculated pursuant to subsection 11.3 and any and all contributions to Costs so made by Noranda to that date pursuant to subsection 11.4 shall be credited to Noranda's required contributions to Costs in respect of its Interest.

11.6

For the purposes of subsections 15.8, 16.4 and 16.5, the percentage level of each Participant's Interest shall be determined from time to time as being equal to the product obtained by multiplying 100% by a fraction of which the numerator is the amount of such Participant's contributions or deemed contributions to Costs and the denominator of which is the amount of all contributions or deemed contributions to Costs by all Participants.

11.7

The percentage level of the respective Interests of the Participants shall not change so long as each Participant contributes its respective Cost Share of every Program and any Production Program as set out in Sections 15 and 16. At any time and from time to time after a Participant has first elected or is deemed to have elected not to contribute its Cost Share to a Program or Production Program or loses its right to contribute to Programs or any Production Program, the percentage level of such Participant's Interest shall be adjusted in accordance with the formula set out in subsection 11.6. If as a result of adjustment pursuant to subsection 11.6 a Participant's Interest is reduced to 10% or less, the Interest of such Participant shall be deemed to be transferred to the other Participant and thereafter the Participant whose Interest has been transferred shall be deemed not to be a Participant but shall be entitled to receive, and the remaining Participant shall pay to it a Royalty Interest determined and payable in accordance with the provisions of Schedule "G" hereto. The remaining Participant shall not transfer any of its interest in the Property without first causing the transferee to assume its proportionate share of the Net Smelter Returns Royalty.

11.8

If the Interest of either Participant is converted to a Royalty Interest pursuant to subsection 11.7:

(a)

any decision thereafter to place the Property into Commercial Production shall be at the sole discretion of the remaining Participant and the remaining Participant shall be under no obligation and nothing in this Agreement shall be construed as creating an obligation upon the remaining Participant to place the Property into Commercial Production and if the remaining Participant commences the operation of the Property as a mine, the remaining Participant shall have the unfettered right to suspend or

curtail any such operation from time to time as they in their sole discretion may deem advisable;

(b)

the Royalty Holder shall remain liable for its Cost Share of all amounts chargeable to it as of the date of such conversion as well as all liabilities and obligations relating to the Assets in an amount equal to its Interest at the time the events giving rise to such liabilities and obligations occurred including, without limitation, Reclamation and Remediation Costs under subsection 19.9. If the remaining Participant requires it to do so, the Royalty Holder shall secure to the reasonable satisfaction of the remaining Participant the Royalty Holder's Cost Share of the Reclamation and Remediation Costs as may be required, including the right of the remaining Participant to set off such amounts against any Net Smelter Returns Royalty which may otherwise be subsequently due to the Royalty Holder, such Cost Share to be determined on the basis of the Interest of the Royalty Holder at the time the events giving rise to such liabilities occurs; and

(c)

the remaining Participant may elect at any time by notice in writing to the Royalty Holder to purchase up to one half of the Royalty Interest for $1,500,000 ($500,000 for 0.5% Royalty Interest) and, on receipt of such notice and payment therefor, the Royalty Holder will sell such portion of its Royalty Interest to the remaining Participant for cancellation on such terms.

12.

OPERATOR

12.1

Noranda will be entitled to act as the Operator under this Agreement after exercise of the Booker Option so long as Noranda holds or represents at least a 50% Interest. The party acting as Operator may resign as Operator at any time by giving 120 days prior written notice to the other Participants and within such 120 day period the Management Committee shall appoint another party who covenants to act as the Operator and upon the terms set out in this Agreement.

12.2

The Operator will hold title to the Property in trust for the Participants. Title to any of the other Assets which is held by the Operator, or a Participant, shall be held by the Operator, or such Participant in trust for the Participants, subject to the terms of this Agreement. Any party may require any other party to transfer any of the Assets so held to a mutually acceptable escrow holder on terms to be agreed upon.

12.3

After the Participation Date, either Participant holding for its own account an Interest greater than 50% may, if not the Operator, terminate the appointment of the Operator at any time upon not less than 60 days' prior notice in writing to the Operator.

12.4

If following the Participation Date the Operator fails to perform in a manner consistent with its powers and duties under this Agreement then any Participant may give to the Operator written notice setting forth particulars of the Operator's default. The Operator shall within 30 days of receipt of such notice either dispute the occurrence of such default, or commence to remedy the default within the time limit aforesaid (and thereafter, in the latter case, shall proceed continuously and diligently to complete all required remedial action). The Operator may take action to remedy an alleged default

-26-

without prejudice to its right to dispute the occurrence of the default and to claim recovery of expenses incurred in remedial work not occasioned by its default.

12.5

If after the Participation Date any of the following occur, the Operator will be deemed to have offered to resign, which offer shall be accepted by the other Participants, if at all, within 90 days following such deemed offer:

(a)

if an attachment in respect to any material liability of the Operator is made on the Property which is not related to the business of the Joint Venture;

(b)

if the Operator:

(i)

admits in writing its inability to pay its debts as they become due other than indebtedness ("non-recourse financing") for money borrowed or guaranteed where the recourse of the holder thereof is restricted to realization upon specific assets none of which consist of any Interest, and where failure to pay the indebtedness does not result in the creation of an unsecured obligation of the Operator; or

(ii)

makes an assignment for the benefit of creditors; or

(iii)

consents to the appointment of a receiver (other than a receiver appointed under non-recourse financing) for all or a substantial part of its assets; or

(iv)

files a petition in bankruptcy or for a reorganization or an arrangement under applicable bankruptcy, insolvency or creditors' relief laws, or otherwise seeks the relief therein provided; or

(v)

is adjudicated bankrupt or insolvent; or

(c)

if a Court order is pronounced in respect to the Operator appointing a receiver or trustee for all or a substantial part of its property (other than property securing non-recourse financing), or approving a petition in bankruptcy or for a reorganization under applicable bankruptcy, insolvency or creditors' relief laws or for any other judicial modification or alteration of the rights of creditors; or

(d)

the Interest of the Operator is reduced to less than 50% for 90 consecutive days.

12.6

Upon ceasing to be Operator, the former Operator shall forthwith deliver to its successor all Assets, books, records and other property both real and personal relating to this Agreement or its role as Operator under this Agreement. The former Operator shall use its best efforts to transfer to its successor, as of the effective date of the former Operator's resignation or removal, its rights and obligations, if any, as Operator under all contracts relating to the Assets, and pending such transfer and in relation to all other contracts relating to the Assets, the former Operator shall hold its right and interest as Operator from the date of resignation or removal for the account and to the order of the new Operator.

- 27 -

12.7

All costs of termination of employment of employees of the Operator arising from any removal (but not resignation) of the Operator shall be deemed to be Expenditures and the former Operator shall be reimbursed therefor by the Participants promptly after submission of invoices to the successor Operator. The successor Operator shall be under no obligation to provide alternative employment to any employee engaged or primarily engaged by the former Operator.

12.8

As soon as practicable after the effective date of resignation or removal of the Operator the Management Committee shall have the accounts of the Operator relating to the Assets audited by an independent auditor (who may be the auditor of a Participant), and shall conduct an inventory of all Assets and such inventory shall be used in the return of and the accounting for the Assets by the Operator who has resigned or has been removed. All costs and expenses incurred in connection with such audit and inventory shall be deemed to be Expenditures.

12.9

The Operator shall not act or hold itself out as agent for any of the parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by a party.

13.

POWER AND AUTHORITY OF OPERATOR

13.1

After the Participation Date and subject to the control and direction of the Management Committee, the Operator shall have full right, power and authority to do everything necessary or desirable in accordance with good mining practice in connection with the exploration and development of the Property and to determine the manner of operation of the Property as a mine, including and without limiting the generality of the foregoing, the right, power and authority to:

(a)

prepare and present to the Management Committee proposed Programs and Production Programs in respect of the Property, as applicable;

(b)

implement any Program in accordance with Section 15 and any Production Program , in accordance with the Bankable Feasibility Study delivered by Booker in order to exercise the Option;

(c)

regulate access to the Property subject only to the right of the Participants to have access to the Property at all reasonable times for the purpose of inspecting work being done thereon but at their own risk and expense;

(d)

employ and engage such employees, agents, and independent contractors as it may consider necessary or advisable to carry out its duties and obligations hereunder and in this connection to delegate any of its powers and rights to perform its duties and obligations hereunder, but the Operator shall not enter into contractual relationships with an Associated Company except on terms which are commercially competitive and only when such Associated Company has comparable experience and skills as the independent competition, other than the agreements contemplated hereby between Booker and Noranda for the processing of Mineral Products;

(a)

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(e)

exclude any part of the Property from this Agreement provided it shall give 60 days prior notice to the Participants of its intention to do so and if any of the Participants notifies the Operator within such 60 day period of its desire to hold such part of the Property the Operator shall deliver to such Participants, duly executed transfers of the Property in registrable form in favour of such Participants transferring such part of the Property to such Participants, and any such part of the Property so transferred shall no longer be subject to this Agreement;

(f)

charge the Participants an overhead fee equal to 15% of all Costs up to the date of commencement of Commercial Production excluding any construction or development contracts in excess of $100,000 to which a 3% management fee shall apply and following commencement of Commercial Production the management fee shall be renegotiated to be based upon usual business practices for an operating mine on the basis that the Operator should neither profit nor lose for acting as such, to be payable monthly in arrears for the Costs incurred in that month, which charge shall be in an amount sufficient to reimburse the Operator fully for its services as Operator, but not sufficient to enable the Operator to profit thereby and such fees will be reviewed and if proven to be excessive or insufficient shall be adjusted by the Management Committee on the basis that the Operator should neither profit nor lose by acting as such; and

(g)

prescribe the administrative and accounting procedure governing the conduct of Programs or Production Programs or the operation of the Property as a mine, including the basis for charges and credits related thereto, except where any such procedure is in conflict with the provisions of this Agreement, in which event the provisions of this Agreement shall prevail. The initial Accounting Procedure, subject to change from time to time by the Management Committee, is attached hereto as Schedule "C".

14.

DUTIES AND OBLIGATIONS OF THE OPERATOR

14.1

The Operator shall have such duties and obligations as the Management Committee may from time to time determine including, without limiting the generality of the foregoing, the following duties and obligations, subject to contribution of Costs by the Participants:

(a)

to propose to the Participants and, if approved, to implement Programs and the Production Program;

(b)

to manage, direct and control all exploration, development and producing operations in and under the Property, in a prudent and workmanlike manner, and in compliance with all applicable laws, rules, orders and regulations;

(c)

during the course of implementation of any Program and the Production Program, to submit to the Participants within 21 days after the end of each month statements for the month just ended detailing:

(i)

actual Costs compared to the Costs as budgeted;

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(ii)

estimated Costs for the remainder of the Production Program;

(iii)

any other financial or accounting statements that a Participant may reasonably require from the Operator;

(d)

to prepare and deliver to the Participants the following written technical or other reports by the dates indicated:

(i)

a monthly status report covering the progress of the implementation of any Program and the Production Program or Operating Plan during each month, within 21 days after the end of each month;

(ii)

for the first three quarters of a year, a quarterly status report covering the overall progress of the implementation of any Program, the Production Program or Operating Plan during such quarter within 21 days after the end of each quarter; and

(iii)

for the fourth quarter of a year, a quarterly status report as provided above together with an annual review of all operations conducted by the Operator during the year, including an evaluation thereof and recommendations with respect thereto, an unaudited financial statement setting forth the Costs incurred and receipts, if any, received during such year and such other information as may be reasonably requested by the Participants, by March 1 of each next succeeding year;

(e)

subject to the terms and conditions of this Agreement, to keep the Property in good standing free of liens, charges and Encumbrances of every character arising from operations (except liens for taxes not yet due, other inchoate liens and liens contested in good faith by the Operator), and to proceed with all diligence to contest or discharge any lien that is filed;

(f)

to account to the Participants for all contributions to Costs and to use all reasonable efforts to limit or curtail Program Overruns or Production Program Overruns;

(g)

to maintain true and correct books, accounts and records of operations hereunder;

(h)

to permit the Participants, at their own expense, to inspect, have access to, take abstracts from or audit all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, including any or all of the records and accounts referred to in subsection 14.1(f), during normal business hours;

(i)

to obtain and maintain, or cause any contractor engaged hereunder to obtain and maintain, during any period in which active work is carried out hereunder, adequate insurance coverage with a bodily injury, death and property damage limit of not less than $10,000,000 per occurrence;

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(j)

to permit the Participants or their representatives so appointed, at their own expense and risk, access to the Property and all data derived from carrying out work thereon;

(k)

to arrange for and maintain Workers' Compensation or equivalent coverage for all eligible employees engaged by the Operator in accordance with local statutory requirements;

(l)

to perform its duties and obligations in a manner consistent with good exploration and mining practices;

(m)

to pay all Goods and Services taxes on behalf of the Participants;

(n)

to keep and maintain the Facilities in good condition and repair and in efficient operating condition and to make or contract for, on behalf of the Participants, such alterations, improvements and additions thereto and replacements thereof as the Operator may deem necessary or advisable in the interest of economy and efficiency of operation, all in accordance with good mining and engineering practice;

(o)

to obtain by purchase, lease, lease-purchase or sale and lease-back arrangement or such other acquisition method as it shall determine is necessary or desirable and incur in connection therewith such obligations as it deems reasonable, such machinery, equipment, material, supplies and other facilities as may be required for the implementation of the Production Program and the operation of the Property as a mine;

(p)

to take such action in an emergency affecting the environment, the safety of life or of the Facilities as the Operator may deem necessary or desirable to prevent threatened loss of life, damage or injury and to take all reasonable precautions in connection with the Facilities for the safety of employees, the environment and the public including making reasonable expenditures in addition to budgeted Costs (without the prior approval of the Participants) provided that the Operator shall promptly notify the Participants of such expenditures; and

(q)

to transact, undertake and perform all transactions, contracts, employments, purchases, operations, negotiations with third parties and any other matter or thing undertaken on behalf of the parties in the Operator's name.

15.

PROGRAMS

15.1

After the Participation Date, Costs shall only be incurred under and pursuant to Programs prepared by the Operator and approved by the Management Committee as provided in this section.

15.2

Forthwith after the Participation Date and subject to the rights of the non-Operator and on or before the earlier of 90 days after the completion of the last Program or November 15 each year, if no Program has been approved or completed in that year, the Operator shall prepare and submit to the Management Committee a Program proposed by the Operator. If in any year the Operator fails

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Operator shall not require payment of any funds more than one month in advance of the period during which the same are to be expended. Monthly Expenditure projections will be delivered by the Operator to the Participants once each calendar quarter for the next succeeding three months.

15.7

If it appears that Costs will exceed by greater than 15% those estimated under a Program, the Operator shall immediately give written notice to the Participants outlining the nature and extent of the Program Overruns. If such Program Overruns are accepted by the Participants then, within 30 days after the receipt of a written request from the Operator, each Participant shall pay to the Operator its Cost Share of such Program Overruns. If either Participant does not accept such Program Overruns, or fails to pay the same, the Operator shall be entitled to curtail or abandon such Program.

15.8

If a Participant at any time fails to pay such amount of Costs as is requested by the Operator in accordance with subsection 15.6 after having elected to do so or accepted Program Overruns in accordance with subsection 15.7 the Operator may give written notice to such Participant demanding payment, and if such Participant has not paid such amount within 30 days after receipt of such notice, such Participant shall be deemed to:

(a)

be in default under subsection 15.6 or 15.7, as applicable; and

(b)

have lost its right to contribute to such Program,

and thereafter the other Participant shall have the right to contribute all Costs to be incurred under or pursuant to that Program and the Participants' respective Interests shall be adjusted in accordance with subsection 11.6. The Operator shall have the right to curtail or abandon any Program which is not fully subscribed.

16.

PRODUCTION PROGRAMS

16.1

Within:

(a)

60 days of the approval by the Management Committee of a Production Program contemplating Costs of $10,000,000 or less; or

(b)

120 days of the approval by the Management Committee of a Production Program contemplating Costs of more than $10,000,000;

each Participant shall give written notice to the Operator stating whether it elects to contribute its Cost Share of the Production Program. Failure to give such notice within such six month period shall be deemed to be an election not to contribute to such Production Program and the provisions of subsection 16.5 shall apply. If both Participants elect to contribute their respective Cost Shares of the Production Program the Operator shall implement the Production Program. The Operator will not proceed with any Production Program which is not fully subscribed.

16.2

An election to fund a Production Program shall make a Participant liable to pay its Cost Share of:

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(a)

all of the Production Program Costs actually incurred under or pursuant to such Production Program, including Production Program Overruns up to but not exceeding 15% of estimated Production Program Costs,

(b)

Operating Costs and any other costs associated with establishing and operating the Property as a mine at such time as the liability is incurred by the Oprator; and

(c)

any debts, liabilities or obligations arising from operations hereunder, except financing costs incurred by the other Participant in connection with such other Participants' contributions to the Production Program.

16.3

Commencing 90 days after having elected to fund a Production Program which is proceeded with, each Participant shall, within 30 days after being requested in writing to do so by the Operator, pay such amount of Production Program Costs incurred or to be incurred under or pursuant to such Production Program as the Operator may require, but the Operator shall not require payment of any funds more than one month in advance of the period during which the same are to be expended.

16.4

If it appears that Production Program Costs will exceed by greater than 15% those estimated under a Production Program, the Operator shall immediately give written notice to the Participants outlining the nature and extent of the Production Program Overruns. If such Production Program Overruns are accepted by the Participants then, within 30 days after the receipt of a written request from the Operator, each Participant shall pay to the Operator its Cost Share of such Production Program Overruns. If any Participant does not accept such Production Program Overruns, or fails to pay the same, the other Participant shall be entitled to pay the Cost Share of such Participant. If the other Participant pays such Cost Share, such amount shall be deemed to be included in the calculation of each Participants' Interest under subsection 11.6.

16.5

If a Participant:

(a)

at any time fails to pay such amount of Production Program Costs as is requested by the Operator in accordance with subsection 16.3; or

(b)

at any time fails to pay such amount of Production Program Overruns as was accepted by such Participant in accordance with subsection 16.4,

the Operator may give written notice to such Participant demanding payment, and if such Participant has not paid such amount within 30 days after receipt of such notice, such Participant shall be deemed to be in default under subsection 16.3 or 16.4 and have lost its right to contribute to the Production Program and the other Participant (the "Contributing Participant") shall have the right to contribute all Production Program Costs to be incurred under or pursuant to the Production Program and the Operator will proceed with the Production Program and the Participants' respective Interests shall thereafter be adjusted in accordance with subsection 11.6.

17.

MANAGEMENT COMMITTEE

17.1

The parties shall, as soon as is practicable after the Participation Date, establish a Management Committee consisting of one member and one alternate member of Noranda and Booker, who shall designate in writing to the other the names of its member and alternate member of the Management Committee.

17.2

A party may from time to time revoke in writing the appointment of its member to the Management Committee and appoint in writing another in his place. A Participant may from time to time in writing appoint one alternate member for any member theretofore appointed by such party. Alternate members may attend meetings of the Management Committee, and in the absence of the member, his alternate may vote and otherwise act in the place and stead of a member. Whenever any member or alternate member votes or acts, his votes or actions shall for all purposes of this Agreement be considered the actions of the Participant whom he represents. The party shall give written notice to each other from time to time as to names, addresses and telephone and facsimile numbers of their respective members and alternates on the Management Committee.

17.3

Meetings of the Management Committee shall be held at such place and at such times as the Operator deems appropriate but in any event not more frequently than once every three months and not less than once each year. A meeting of the Management Committee may take place by means of counterpart resolutions delivered by facsimile, mail or courier or by means of conference telephones or other communication facilities by which means all members or their alternates participating in the meeting can hear each other. The persons participating in a meeting in accordance with this subsection shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefor and be entitled to speak and vote thereat.

17.4

Meetings of the Management Committee may be called by the Operator or any party by giving ten days' notice in writing to the others. Notice of a meeting shall not be required if representatives of both the Participants are present and unanimously agree upon the agenda, or in the event of an emergency affecting life or safety or the Assets. All meetings shall be held at such place in the City of Vancouver, British Columbia or City of Toronto, Ontario, as shall be designated by the Operator unless otherwise agreed to by the Participants.

17.5

The representative of the Operator shall be designated as the chairman of the Management Committee (the "Chairman").

17.6

The Operator shall consult freely with the Management Committee and the members thereof, and keep them fully advised of the present and prospective operations and plans and shall furnish the Management Committee with monthly financial statements and reports relating to the status of the Property together with timely current reports and information on any material results relating to the Property.

17.7

Voting by the Management Committee may be conducted by verbal, written or facsimile ballot.

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17.8

Except as hereinafter provided, a quorum of any meeting of the Management Committee shall consist of one authorized representative for each party. If a quorum is not present within thirty minutes after the time fixed for holding any such meeting, the meeting shall be adjourned to the same day in the next week (unless such day is a non-business day in which case it shall be adjourned to the next following business day thereafter) at the same time and place. At the adjourned meeting the members or alternate members present in per:;on (which may include only one person) shall form a quorum and may transact the business for which the meeting was originally convened.

17.9

Each member (or alternate member in the absence of the member) of the Management Committee shall have a number of votes equal to the Interest held by the party such member or alternate member represents. All decisions of the Management Committee shall be by the affirmative vote of a majority of the votes entitled to be cast by members. In the event of an equality of votes on any matter which cannot be resolved by the Management Committee, the Participant which is acting as Operator will be deemed to have a sufficiently large Interest to exercise a majority of the votes entitled to be cast by the Participants and, if the Operator exercise such casting vote, it will be deemed to be a resolution passed by a majority of the Participants.

17.10

There shall be included with a notice of meeting such material and data as may be reasonably required to enable the members of the Management Committee to determine the position they should take in respect of any vote or election to be made at such meeting.

17.11

The Operator shall have the responsibility of preparing and distributing notices and agendas of meetings and keeping records of the proceedings at such meetings and distributing same to the parties. Unless any party who was present at the relevant meeting objects by notice in writing delivered to the Chairman within 30 days of receipt of minutes of meetings, detailing the basis for such objection, the minutes so distributed shall be deemed a conclusive record of the proceedings of such meetings. The parties shall not effect any action based on minutes which are in dispute and, in such event, the parties shall reconvene the Management Committee meeting within seven days to resolve such dispute.

18.

POWERS OF MANAGEMENT COMMITTEE

18.1

After the Participation Date the Management Committee shall, without limiting any of its powers as specified elsewhere in this Agreement, have the exclusive right, power and authority to:

(a)

appoint a new Operator upon the occurrence of any of the events set forth in Section 12;

(b)

review the terms of engagement of the Operator, including any remuneration payable to the Operator on the basis that the Operator should neither profit nor lose for acting as such; and

(c)

approve or reject the sale, abandonment or disposition of any part of the Assets (other than the Property), which, in the case of any asset or series of related assets having a value in excess of $500,000. will require the consent of a Participant or Participants holding at least an 80% undivided Interest.

(a)

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19.

OPERATING PROGRAMS. BUDGETS AND PAYMENTS

19.1

On the commencement of Commercial Production, all mining operations on the Property will be planned and conducted and all ,:stimates, reports and statements will be prepared and made on the basis of an Operating Year and in accordance with the Accounting Procedure. The first Operating Year will be the period from the commencement of Commercial Production to December 31st of the same calendar year and thereafter each operating year will coincide with the calendar year.

19.2

Prior to the beginning of each Operating Year the Operator will prepare and deliver to the Participants an Operating Plan for the ensuing Operating Year. The Operating Plan applicable to the first Operating Year will be submitted not later than three months prior to the date estimated by the Operator as the date of commencement of Commercial Production, and the Operating Plan for each subsequent operating year will be submitted not later than September 1 of the year immediately preceding the Operating Year to which such Operating Plan relates. Each Operating Plan will contain, with reference to the Operating Year to which it relates, the following:

(a)

a plan of proposed mining operations including, without limiting the generality of the foregoing, particulars of any special items such as:

(i)

Expansion Costs,

(ii)

additional general exploration of the Property outside the mine,

(iii)

opening and equipping an additional mine or mines on the Property,

(iv)

any departure from development or mining plans previously followed by the Operator, or

(v)

any plans for stockpiling of Mineral Products,

(b)

a detailed estimate of all Operating Costs plus a reasonable allowance for contingencies and Reclamation and Remediation Costs and including all Production Program financing repayment costs, other loan costs which are recoverable from Mineral Products, capital costs for replacements, improvements and expansion of the Facilities for the next Operating Year and for the remaining lifetime of the Property and the Facilities;

(c)

an estimate of the quantity of Mineral Products to be produced from the Property; and

(d)

such other facts and figures as may be necessary to give the other parties a reasonably complete picture of the results the Operator plans to achieve;

and the Operator shall promptly supply to each Participant any additional or supplemental information which that Participant may reasonably require in respect to the Operating Plan.

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19.3

Each Participant will have 60 days from receipt of any annual Operating Plan within which to consider such Operating Plan following which a meeting of the Management Committee will be called to deal with any objections and alternative proposals. The proposed Operating Plan will then be voted on by the Management Committee. If a Participant objects to an Operating Plan on the basis of any of the items as set out subsection 19.2(a)(i) to (v) the Operator will either modify the Operating Plan or, if it elects to proceed with such Operating Plan, to bear all of the Operating Costs relating to such item, in which event it will be entitled to recoup such amount pursuant to Section 28.

19.4

If a proposed Operating Plan, other than one which includes any of the items set out in subsection 19.2(a)(i) to (v), is not approved by the Management Committee, the Operator will revise and resubmit the Operating Plan until a new Operating Plan is approved. Until an Operating Plan is approved the Operator shall have the right but not the obligation to continue to operate the Property as a mine on behalf of the Participants, based as closely as possible on the most recently approved Operating Plan. In the event the Operator continues to so operate the Property, the most recently approved Operating Plan shall be deemed extended until a new Operating Plan is approved, Costs for the period for which no current Operating Plan has been approved shall be continued at not more than the same amount as contained in the most recently approved Operating Plan and each Participant shall, in accordance with subsection 19.5, contribute its respective Cost Share under such extended Operating Plan.

19.5

Based upon the budgets submitted to and approved by the Management Committee as . the same may be revised from time to time the Operator shall submit to each Participant on or before the 1st day of each month an estimate of the cash requirements required to make disbursements for the 30th through 90th days thereafter which shall show:

(a)

separately the estimated cash disbursements which the Operator will be required to make for Operating Costs and any other expenditures approved by the Participants, including without limitation those for repayment of Production Program financing, other loans recoverable from Mineral Products, Expansion costs and Reclamation and Remediation Costs;

(b)

the extent if any to which such disbursements will be satisfied out of cash in the Operating Fund (as hereinafter defined) after allowing for the cash balance to be maintained in the Operating Fund as approved by the Management Committee;

(c)

the amounts, if any, which are credited to each Participant in the immediately preceding month;

(d)

the Cost Share which each Participant will be required to furnish to the Operator for such disbursements net of and indicating the amount of Operating Costs, if any, to be advanced by the Operator on behalf of that Participant pursuant to subsection 19.3; and

(e)

the account into which the required funds are to be deposited.

19.6

Within 30 days after receipt of each such cash estimate, the Participants will each remit to the Operator their respective Cost Shares required under subsection 19.5(d) and if either Participant

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fails to pay all or any part of its Cost Share pursuant to subsection 19.5(d) the Operator shall be entitled to pay the unpaid share of that Participant. If the Operator pays such unpaid share, it will have a lien in respect of such amount pursuant to Section 28 and the provisions of Section 28 will apply.

19.7

Prior to incurring any Operating Cost hereunder or as soon as reasonably practicable thereafter, the Operator will open an account or accounts in bank(s) approved by the Participants for the purpose of establishing and maintaining therein at all times a cash fund (the "Operating Fund") from which Operating Costs will be paid by the Operator or from which the Operator may be reimbursed for Operating Costs spent by it.

19.8

All money received by the Operator from the Participants and the payment of the Operator's invoices for accrued Operating Costs shall be deposited in the Operating Fund and, in addition, each Participant shall deposit or cause to be deposited in the Operating Fund at the times and in the manner provided in subsection 19.5 the sums provided for therein. The total amount of deposits in the Operating Fund, regardless of the source thereof, shall at no time exceed the gross Operating Costs of the Operator for the then current and next succeeding month as estimated in the Operating Plan then in effect.

19.9

On commencement of Commercial Production the Management Committee shall establish and administer a contingency fund (the "Contingency Fund"), in addition to all required statutory funds, to be maintained as a separate account for the purpose of paying all costs, outlays, expenses, obligations, liabilities and charges of whatever kind or nature incurred or chargeable, directly or indirectly, by the Participants for environmental protection, reclamation, pollution control, testing, monitoring, clean-up, containment and removal of hazardous substances from the Property, remediation, decommissioning, shutdown and other similar matters ("Reclamation and Remediation Costs"), severance pay for employees arising as a result of operations and in connection with the permanent or temporary shutdown in whole or in part of any mine on the Property. At the time such Contingency Fund is established the Management Committee will estimate the amount required throughout the life of the mine and, based upon the estimated mine life, the amount required to be contributed by each Participant in accordance with its Interest on an annual basis or from time to time in the case of special or unexpected Reclamation and Remediation Costs. Such Contingency Fund shall be invested and reinvested by the Management Committee in such liquid investments as the Management Committee may from time to time authorize. At least once each year from the date of establishment of the Contingency Fund the Management Committee shall review the estimates of required Reclamation and Remediation Costs based upon the information then available, and may adjust the size of the Contingency Fund accordingly. To the extent that additional funds are required to fund Costs once the Contingency Fund is in place and the Management Committee is of the view that there will be sufficient future Mineral Products produced from the Property to replenish any moneys borrowed from the Contingency Fund the Management Committee will distribute such funds to the Participants in accordance with their respective Interests. In the event of any subsequent shortfall in the Contingency Fund, each Participant will within 30 days of being requested to do so in writing by the Management Committee, repay its Cost Share of such funds.

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20.

DISPOSITION OF PRODUCTION

20.1

Subject to the provisions of Section 28, for any period after the commencement of Commercial Production and provided that each Participant has paid to the Operator its respective Cost Share of Operating Costs for that period, the Participants shall, subject to subsection 20.3 and Noranda's rights under subsection 20.4, be entitled to take in kind and to separately dispose of Mineral Products in the ratio of their respective Interests.

20.2

For purposes of determining the value of Mineral Products taken in kind pursuant to subsection 20.1, each Participant's share of Mineral Products shall be valued at the time of delivery to the Participants (or purchase or sale by Noranda pursuant to subsection 20.4) and at a value equal to that received by the Participant acting as Operator for its share of such Mineral Products after deduction of:

(a)

all costs of transporting Mineral Products, including insurance, from the Property to the place of delivery designated by the purchaser of such Mineral Products,

(b)

such reasonable charge for marketing Mineral Products as is consistent with generally accepted industry marketing practices, and

(c)

all taxes (other than income taxes), royalties or other charges or imposts provided for pursuant to any law or legal obligation imposed by any government if paid by such Participant in connection with the disposition of Mineral Products taken in kind.

20.3

Any extra expenditure incurred by reason of the taking in kind or separate disposition by a Participant of its proportionate share of Mineral Products shall be borne by that Participant and that Participant shall be required to construct, operate and maintain, at its own expense, any and all facilities which may be necessary to receive, store and dispose of its share of Mineral Products.

20.4

Booker hereby grants to Noranda the right to purchase for its own account or sell up to 100% of Booker's share of Mineral Products with respect to each Operating Year, whether or not Noranda exercised such right for prior Operating Years. The purchase price for the amount of Booker's share of Mineral Products which Noranda elects to purchase, if any, shall be determined by good faith negotiation between Noranda and Booker with due regard for the purchase terms then prevailing for any similar transaction between arms length parties. Noranda shall be entitled to deduct from the sale proceeds for such Mineral Products all costs of or related to marketing such Mineral Products including, without limitation, transportation, storage, commissions, and discounts but all contracts of sale executed by Noranda for Booker's share of Mineral Products shall be only for such reasonable periods of time as are consistent with the minimum needs of the industry under the circumstances and in no event shall any such contract be for a period in excess of one year.

20.5

Proceeds, if any, from the sale by Noranda of Mineral Products pursuant to subsection 20.4 shall be calculated separately by Noranda at the end of each calendar month and shall be paid monthly within 20 days after the end of each such calendar month following payment to Noranda by Booker of its Cost Share of Operating Costs outstanding as at the end of that calendar month.

23.

LIMITED CHARGING

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23.1

Each Participant hereby covenants and agrees with the other to cooperate fully in connection with any production financing for the Property which is presented on reasonable commercial terms for projects of a similar nature, size and financial risk and to hold its Interest free and clear of all liens, charges and encumbrances including any floating charge (except liens for taxes not yet due and other inchoate liens and arising from operations on the Property being contested in good faith) and each Participant shall, if so required by the terms of such project financing, issue to any lender providing such financing, bonds, debentures or other security instruments charging its Interest, inter alia, by way of a specific first mortgage and charge limited to its Interest. No such project financing shall require either Participant to give any guarantee to any third party on behalf of the other Participant, to be jointly and severally liable for the repayment of such financing or to give security to any lenders in respect of such financing in an amount greater than its Interest.

23.2

If a joint financing for the Production Program is not arranged as contemplated in subsection 23.1, then notwithstanding the provisions of Section 26, for the purpose of financing its Cost Share of the Production Program a Participant may, at any time, mortgage, charge or otherwise encumber the whole or any part of its Interest but only upon the condition that the holder of such encumbrance, (hereinafter called the "Chargee"), first enters into a written agreement with the other party in form satisfactory to counsel for such other party, binding upon the Chargee, to the effect that:

(a)

the Chargee will not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Participant's Interest and that such encumbrance shall be subject to the provisions of this Agreement;

(b)

the Chargee's remedies under the encumbrance shall be limited to the sale of the whole, (but only of the whole), of the encumbering party's Interest to the other Participants in accordance with Section 24, or failing such disposition, at a public auction to be held after 90 days prior notice to the other party, such sale to be subject to the purchaser entering into a written agreement with the other party whereby such purchaser assumes all obligations of the encumbering party under the terms of this Agreement; and

(c)

if the Interest of any Participant is forfeited, the right of such Participant to act as Operator will cease.

24.

RESTRICTIONS ON ALIENATION

24.1

Except in accordance with this Agreement neither party shall transfer, convey, assign, mortgage or grant an option in respect of or grant a right to purchase or in any manner transfer or alienate any or all of its Interest or transfer or assign any of its rights under this Agreement.

24.2

Neither party shall sell any of its Interest or transfer or assign any of its rights under this Agreement except:

(a)

in its entirety, unless specifically provided otherwise hereunder;

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(b)

pursuant to an agreement in which the consideration is expressed only in lawful money of Canada, regardless of whether the consideration is to be paid in cash or in shares, property, services or some other consideration;

(c)

as a single transaction not directly or indirectly part of some other sale or purchase or agreement for any additional consideration of any nature whatsoever; and

(d)

when there is no default of any of the covenants and agreements herein contained by such party.

24.3

Nothing in this section shall prevent:

(a)

a sale by either party of all of its Interest or an assignment of all its rights under this Agreement to an Associated Company provided that such Associated Company first complies with the provisions of subsection 24.11;

(b)

a joint disposition of the Property or all or any part of the other assets constituting any part of the Assets to a third party by the parties; or

(c)

a disposition pursuant to Section 25.

24.4

Subject to subsections 24.1 and 24.2, either party (in this section called the "Offeror") intending to sell its Interest or assign its rights under this Agreement shall first give notice in writing to the other party (in this section called the "Offeree") of such intention together with the terms and conditions on which the Offeror intends to sell its Interest or assign its rights under this Agreement.

24.5

If either party (in this section also called the "Offeror") receives any offer to sell its Interest or assign its rights under this Agreement which it intends to accept, the Offeror shall not accept the same unless and until the Offeror has first offered to sell such Interest or rights to the other party (in this section also called the "Offeree") on the same terms and conditions as in the offer received and the same has not been accepted by the Offeree in accordance with subsection 24.7.

24.6

Any communication of an intention to sell pursuant to subsections 24.4 or 24.5 (the "Offer" for the purposes of this section only) shall be in writing delivered in accordance with Section 28 and shall:

(a)

set out fully and clearly all of the terms and conditions of any intended sale;

(b)

if it is made pursuant to subsection 24.5, include a photocopy of the Offer and clearly identify the offering party and include such information as is known by the Offeror about such offering party;

and such communication will be deemed to constitute an Offer by the Offeror to the Offeree to sell the Offeror's Interest or transfer or assign its rights under this Agreement to the Offeree on the terms and conditions set out in such Offer.

- 43 -

24.7

Any Offer made as contemplated in subsection 24.6 shall be open for acceptance by the Offeree for a period of 60 days from the date of receipt by the Offeree.

24.8

If the Offeree accepts the Offer within the time limited such acceptance shall constitute a binding agreement of purchase and sale between the Offeror and the Offeree for the Interest or its rights under this Agreement on the terms and conditions set out in such Offer.

24.9

If the Offeree does not accept the Offer within the time limited the Offeror may complete a sale and purchase of its Interest or its rights under this Agreement on exactly the same terms and conditions set out in the Offer and, where applicable, only to the party making the original offer to the Offeror as contemplated in subsection 24.5, and in any event such sale and purchase will be completed within 60 days from the expiration of the right of the Offeree to accept such Offer or the Offeror must again comply with the provisions of this section.

24.10

While any Offer is outstanding no other Offer may be made until the first mentioned Offer is disposed of and any sale resulting therefrom completed in accordance with the provisions of this section.

24.11

Before the completion of any sale by a party of its Interest or rights under this Agreement, to an Associated Company or otherwise, the purchasing party shall, at the election of the parties not selling, enter into an agreement with the party not selling on the same terms and conditions as set out in this Agreement.

24.12

Each party agrees that its failure to comply with the restrictions set out in this section would constitute an injury and damage to the other party impossible to measure monetarily and, in the event of any such failure the other party shall, in addition and without prejudice to any other rights and remedies at law or in equity, be entitled to injunctive relief restraining or enjoining any sale of any Interest or assignment of any rights under this Agreement save in accordance with the provisions of this section, and any party intending to make a sale or making a sale contrary to the provisions of this section hereby waives any defence it might have in law to such injunctive relief.

24.13

If the Operator sells its Interest or transfers or assigns its rights under this Agreement to a third party, its right as Operator under this Agreement shall be included in such sale only if the third party is acceptable to the remaining Participant and is capable of assuming and performing the duties and obligations of the Operator imposed under this Agreement.

25.

AMALGAMATION OR REORGANIZATION

25.1

The provisions of Section 24 shall not prevent a party from entering into an amalgamation or corporate reorganization which will have the effect in law of the amalgamated or surviving company possessing all the property, rights and interests and being subject to all the debts, liabilities and obligations of each amalgamating or predecessor company.

- 44 -

ENCUMBRANCE, PARTITION AND INDEMNIFICATION

26.1

Except as provided in Section 23 hereof, a Participant shall not, without the prior written consent of the other Participant, which consent shall not be unreasonably withheld, encumber or suffer to exist any lien, charge or encumbrance on its Interest, other than liens, charges or encumbrances in existence or contemplated as at the Participation Date which have been disclosed to the other Participant.

26.2

No Participant shall partition or seek partition, whether through order of any court or otherwise, of the Assets.

26.3

A Participant shall not have authority to act for or assume any obligations or liabilities on behalf of any other Participant except such as are specifically authorized pursuant to and in accordance with the terms of this Agreement, and each Participant shall indemnify and hold the others, and their officers, employees, and agents, harmless from and against any and all losses, claims, damages and ]liabilities arising out of any act or any assumption of any obligations by it done or undertaken on behalf of the other Participants other than as provided herein.

NOTICE

27.1

Any notice, direction or other instrument required or permitted to be given under this Agreement shall be in writing and may be given by the delivery of the same or by mailing the same by prepaid registered or certified mail or by sending the same by telecommunication, facsimile or other similar form of communication, in each case addressed as follows:

(a)

If to Noranda at:

Noranda Mining and Exploration Inc.

1 Adelaide Street East, Suite 2700

Toronto, Ontario

M5C 2Z6

Attention:

Legal Department

Facsimile No:

(416) 982-3525

with a copy to:

Noranda Mining and Exploration Inc.

1 Adelaide Street East, Suite 2700

Toronto, Ontario

M5C 2Z6

Attention:

Director Strategic Alliances

Facsimile No:

(416) 982-7420

- 45 –

(b)

If to Booker at:

Booker Gold Explorations Limited

10th Floor, Princess Building

609 West Hastings Street

Vancouver, British Columbia V6B 4W4

Attention:

Mr. J. Paul Stevenson

Facsimile No:

(604) 687-5995

E-mail:

booker@xl.ca

27.2

Any notice, direction or other instrument will, if delivered, be deemed to have been given and received on the day it was delivered, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal service in which event notice will be deemed to be received only when actually received and, if sent by telecommunication, facsimile or other similar form of communication, be deemed to have been given or received on the day it was so sent.

27.3

Any party may at any time give to the others notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address or addresses therein specified will be deemed to be the address of such party for the purposes of giving notice hereunder.

28.

LIEN

28.1

The Operator shall have a lien and charge (subject only to the rights of any third party providing financing for the Production Program as contemplated in subsection 23.1 which will rank pan passu), on the Participants' respective Interests, their right to receive either Mineral Products in kind or proceeds from the sale thereof and their interests in any contracts for the sale of Mineral Products as security for any amount paid by the Operator on behalf of a Participant in respect of Operating Costs pursuant to subsection 19.3 or 19.6 plus interest at the Prime Rate plus 5% per annum, compounded semi-annually, on June 30 and December 31 in each year, both before and after demand (provided that if at any time it is determined that interest at the rate aforesaid is not exigible under the Canada Interest Act, such debt shall bear interest at the rate of 20% per annum payable on the date on which the amount in default is paid, except that interest accrued and unpaid in any year shall be payable on January 1 in the next succeeding year).

28.2

The lien in favour of the Operator under subsection 28.1 (hereafter referred to as the "Lienholder") may be secured upon the request of the Lienholder by a mortgage, pledge, charge, general security agreement and financing statement under applicable personal property security legislation in favour of the Lienholder upon the Interest of the debtor Participant (hereafter referred to as the "Debtor"), the Debtor's right at any time to receive either Mineral Products in kind or proceeds from the sale thereof and its interest in any contracts for the sale of Mineral Products, but if the Debtor wishes to provide a sufficient bond for securing such payment, in the place of a mortgage, pledge and charge, general security agreement and financing statement, it may elect to do

- 46 -

so, and if the Lienholder objects thereto, the sufficiency of the bond (including acceptability of the obligor thereunder, as the case may be) shall be submitted to arbitration to be held in the City of Vancouver in accordance with the provisions of the Commercial Arbitration Act (British Columbia).

28.3

If the Lienholder is unable to eliminate any amounts owed to it by the Debtor pursuant to subsection 28.1 and the Debtor owing the amount in question has not paid off the deficiency, the Lienholder shall have the right to take possession of all or any part of the Debtors' Interest. The Lienholder may sell and dispose of the Interest which it has so taken into its possession by:

(a)

first offering that Interest pro rata to the Participants other than the Debtor (the "Non-defaulting Participants"), for that price which is the average of the fair market value stated in three appraisals obtained by the Lienholder from independent well recognized appraisers competent in the appraisal of mining properties; and

(b)

if one or more of the Non-defaulting Participants have not purchased all or part of that Interest as aforesaid, then by selling the balance, if any, either in whole or in part or in separate parcels at public auction or by private tender (the "Non-defaulting Participants being entitled to bid) at a time and on whatever terms the Lienholder shall arrange, having first given notice to the Debtor of the time and place of the sale.

28.4

As a condition of the sale as contemplated in paragraph 28.3(b), the purchaser shall agree to be bound by this Agreement and, prior to acquiring the Interest, shall deliver notice to that effect, in form acceptable to the Lienholder to all Participants. Section 24 shall not apply to any proposed sale to a third party pursuant to paragraph 28.3(b).

28.5

The net proceeds of any sales (after deduction of the expenses of sale) pursuant to subsection 28.2 shall be applied by the Lienholder in payment of the amount due from the Debtor and interest as aforesaid, and the balance remaining, if any, shall be paid to the Debtor after deducting therefrom reasonable costs of the sale.

28.6

The purchaser at any sale hereunder shall not be bound to see to the propriety or regularity thereof. Any sale or disposal made pursuant to this Section 28 shall be a perpetual bar both at law and in equity to any actions, suits, proceedings, claims or litigation by the Debtor and its successors and assigns against the Lienholder and any purchasers with respect to such debt and sales except to obtain its share of sale proceeds, if any, pursuant to subsection 28.5.

28.7

At the sale contemplated by subsection 28.2, the Debtor shall execute and deliver all transfer documents necessary to transfer the Debtors' Interest. The Debtor hereby irrevocably appoints the Lienholder or any officer of the Lienholder as its attorney-in-fact with full power and authority to execute any and all documents which the purchaser of the Debtor’s Interest deems necessary to evidence the transfer of the Interest of the Debtor. Such power of attorney is coupled with an interest and shall not be revoked by, affected or extinguished by any incapacity or dissolution of the Debtors.

28.8

For purposes of determining the value of Mineral Products taken by the Operator or a Participant pursuant to Section 28 each Participant's share of Mineral Products shall be valued after deduction of:

- 47 -

(a)

all costs of transporting Mineral Products, including insurance, from the Property to the place of delivery designated by the purchaser of such Mineral Products,

(b)

such reasonable charge for marketing Mineral Products as is consistent with generally accepted industry marketing practices, and

(c)

29.

VOLUNTARY WITHDRAWAL

29.1

Any party ("Withdrawing Party") may, at any time during the currency of the Joint Venture, voluntarily withdraw from the Joint Venture and thereby forfeit its right, title and interest in and to the Property and its rights under this Agreement by giving written notice of such withdrawal to the other party ("Remaining Party"), which notice shall indicate an effective date for such withdrawal of not earlier than ninety (90) days subsequent to the delivery of such notice. In such event the Withdrawing Party shall:

(a)

remain liable and responsible for its share of all costs, expenses, liabilities and obligations arising in respect of the Joint Venture up to the effective date of the withdrawal, whether accruing before or after such date;

(b)

secure by way of a letter of credit, or otherwise to the satisfaction of the Remaining Party, its share of the costs of the Contingency Funds as set out in Section 19.9, including without limitation the costs of reclaiming the Property, all such costs as estimated at the effective date of withdrawal considering all applicable laws and regulations and the policies and requirements of any governmental, regulatory or other body having jurisdiction;

(c)

continue, for a period of two years after the effective date of the withdrawal, to treat information and data with respect to the Property as confidential in accordance with Section 22;

(d)

remain obligated to execute and deliver such documents as may be necessary to evidence the forfeiture and transfer to the Remaining Party of its Interest;

(e)

shall not be entitled to any Royalty Interest hereunder;

the Remaining Party shall become the owner of a 100% right, title and interest in and to the Property, including all exploration permits and mining claims comprising the Property as of the effective date of the withdrawal; and

the Joint Venture shall be terminated and the Management Committee shall be disbanded, as of the effective date of the withdrawal.

- 48 -

Upon receipt of a notice of withdrawal pursuant to Section 27, the Remaining Party may give notice to the Withdrawing Party, prior to the effective date of the withdrawal, electing to join in the withdrawal, in which event the Joint Venture shall be terminated and the Management Committee shall be disbanded on receipt of such notice by the Withdrawing Party, the assets of the Joint Venture shall be forthwith liquidated and the proceeds obtained from such liquidation shall be distributed in proportion to each party's Participating Interest. In such event, the parties shall remain liable for their share of all costs, expenses, liabilities and obligations in respect of the Joint Venture severally in proportion to their respective Participating Interests on the day before the effective date of the withdrawal.

FURTHER ASSURANCES

30.1

The parties will execute such further and other documents and do such further and other things as may be necessary or convenient to carry out and give effect to the intent of this Agreement.

31.

MANNER OF PAYMENT

31.1

All references to monies hereunder shall be in Canadian currency. All payments to be made to any party hereunder may be made by cheque or draft mailed or delivered to such party at its address for notice purposes as provided herein, or deposited for the account of such party at such bank or banks as such party may designate from time to time by written notice. Said bank or banks shall be deemed the agent of the designating party for the purpose of receiving, collecting and receipting such payment.

32.

TERMINATION

32.1

This Agreement shall terminate upon the occurrence of the earliest of:

(a)

the written agreement by the parties to terminate; or

(b)

the termination of the Booker Option and this Agreement pursuant to subsection 4.3

33.

RULE AGAINST PERPETUITIES

33.1

If any right, power or interest of any party in any property under this Agreement would violate the rule against perpetuities, then such right, power or interest shall terminate at the expiration of 20 years after the death of the last survivor of all the lineal descendants of Her Majesty, Queen Elizabeth II of England, living on the date of this Agreement.

34.

TIME OF ESSENCE

34.1

Time shall be of the essence in the performance of this Agreement.

- 49 -

35.

HEADINGS

35.1

The headings of the sections of this Agreement are for convenience only and do not form a part of this Agreement nor are they intended to affect the construction or meaning of anything herein contained or govern the rights and liabilities of the parties.

36.

ENUREMENT

36.1

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

37.

FORCE MAJEURE

37.1

No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its control (except those caused by its own lack of funds) including, but not limited to civil disturbances, unusually severe weather conditions, environmental or other protests or blockages, acts of God, fire, flood, explosion, strikes, walk-outs, lockouts or other industrial disturbances, labour shortages, power shortages, fuel shortages, shipping delays, governmental moratoriums, laws, rules and regulations or orders of any duly constituted governmental authority or non-availability of materials or transportation (each an "Intervening Event").

37.2

All time limits imposed by this Agreement will be extended by a period equivalent to the period of delay resulting from an Intervening Event described in subsection 37.1.

37.3

A party relying on the provisions of subsection 37.1 will give prompt notice to the other of the basis for such reliance and will take all reasonable steps to eliminate any Intervening Event and, if possible, will continue to perform its obligations under this Agreement as far as practical, but nothing herein will require such party to settle or adjudicate any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if an Intervening Event renders performance impossible.

38.

DEFAULT

38.1

Notwithstanding anything in this Agreement to the contrary (other than the provisions of this Agreement providing for elections to contribute and contributions to any Costs for which no notice of default need be given), if any party (a "Defaulting Party") is in default of any requirement herein set forth the party affected by such default shall give written notice to the Defaulting Party specifying the default and the Defaulting Party shall not lose any rights under this Agreement, unless within 30 days after the giving of notice of default by the affected party the Defaulting Party has failed to take reasonable steps to cure the default by the appropriate performance and if the Defaulting Party fails within such period to take reasonable steps to cure any such default, the affected party shall be entitled to seek any remedy it may have on account of such default.

- 50 -

39.

FURTHER AGREEMENT

39.1

After the commencement of Commercial Production, any Participant may give notice to the other Participants requiring those Participants to enter into negotiations to settle an operating agreement to supersede this Agreement. All Participants will endeavour to settle such an agreement but if they fail to do so this Agreement will remain in full force and effect.

40.

ENTIRE AGREEMENT

40.1

This Agreement constitutes the entire agreement between the parties and replaces and supersedes the letter agreement between the parties dated October 21, 1997 and all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise between the parties with respect to the subject matter herein.

41.

GOVERNING LAW

41.1

This Agreement shall be governed by and construed according to the laws of British Columbia.

42.

REGULATORY APPROVAL

42.1

This Agreement and the obligations of Booker hereunder are subject to acceptance by the Vancouver Stock Exchange on the part of Booker.

43.

EXECUTION

43.1

This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and all parties agree that the reproduction of signatures by way of telecopying device will be treated as though such reproductions were executed originals.

IN WITNESS WHEREOF the parties hereto have executed these presents as of the day and year first above written.

The Corporate Seal of NORANDA MINING AND EXPLORATION INC. was hereunto affixed in the presence of:

-51-

The Corporate Seal of BOOKER GOLD EXPLORATIONS LIMITED was hereunto affixed in the presence of:

Authorized

SCHEDULE "A" TO THE OPTION AND JOINT VENTURE AGREEMENT
EXECUTED MARCH 24, 1999 AND MADE EFFECTIVE AS OF OCTOBER 22, 1997

BETWEEN NORANDA MINING AND EXPLORATION INC.

AND BOOKER GOLD EXPLORATIONS LIMITED

DESCRIPTION OF TIME MORRISON PROPERTY

The following 32 located mineral claims situated in the Omineca Mining Division of the Babine District, British Columbia and known as the Morrison Property:

Claim Name	Record #
ALVA 1	243863
ALVA 2	243864
DULL AXE 1	244266
DULL AXE 2	244267
DYKE 1	360773
DYKE 2	360774
DYKE 3	360775
DYKE 4	360776
DYKE 5	360777
DYKE 7	244320
ELLEN 1	243847
ELLEN 2	243848
ELLEN 3	243849
ELLEN 3 FR	243879
ELLEN 4	243850
ELLEN 5	243851
ELLEN 6	243852
ELLEN 7	243853
ELLEN 8	243854
ELLEN 9	243855
ELLEN 10	243856
ELLEN 11	243857
ELLEN 12	243858
ELLEN 13	243859
ELLEN 14	243860
ELLEN 15	243861
ELLEN 16	243862
FRANCES 25	244011
FRANCES 27	244012
PATCH	244326
SHE 13	244278
SHE 14	244279

5667000

E66000

E69000

E670000

E071000

€672000

E673000

Ee74000

Ne123004,. +

Dyke I to 5 ,. 2post claims, NTS# 93M/1 W,

Nov.28 1997.

Scale 1:50000

r112820a.cor

1.750

201011199a Pathfinder Office"'

SCHEDULE "B" TO THE OPTION AND JOINT VENTURE AGREEMENT
EXECUTED MARCH 24, 1999 AND MADE EFFECTIVE AS OF OCTOBER 22, 1997
BETWEEN NORANDA MINING AND EXPLORATION INC.
AND BOOKER GOLD EXPLORATIONS LIMITED

DESCRIPTION OF THE HEARNE PROPERTY

The following 22 located mineral claims situated in the Omineca Mining Division of the Babine District, British Columbia and known as the Hearne Property:

Claim Name	Record #
	Record #

CUB 200	341509
COPPER 100	341512
COPPER 200	341511
HEARNE 1	242812
HEARNE 2	242813
HEARNE 3	347037
HEARNE 4	347038
HEARNE 5	347039
HEARNE 6	347040
HEARNE 7	347041
HEARNE 8	347042
HEARNE9	347043
HEARNE 10	347046
HEARNE 11	347047
HEARNE 12	348735
HEARNE 13	348736
CUB 100	341513
BB 1	341551
BB2	341552
BB 3	341553
BB 4	341554
CUB 300	341510

SCHEDULE "C" TO THE OPTION AND JOINT VENTURE AGREEMENT
EXECUTED MARCH 24, 1999 AND MADE EFFECTIVE AS OF OCTOBER 22, 1997
BETWEEN NORANDA MINING AND EXPLORATION INC.
AND BOOKER GOLD EXPLORATIONS LIMITED

ACCOUNTING PROCEDURE

The financial and accounting procedures to be followed by the Operator and the Participants under the Agreement are set forth below. References in this Accounting Procedure to Sections and Articles are to those located in this Accounting Procedure unless it is expressly stated that they are references to the Agreement. Terms having defined meanings in the Agreement and used herein will have the same meanings in this Schedule as assigned to them in the Agreement unless otherwise specified or the context otherwise requires.

ARTICLE I
GENERAL PROVISIONS

1.1

General Accounting Records . The Operator shall maintain detailed and comprehensive cost accounting records in accordance this Accounting Procedure, including general ledgers, supporting and subsidiary journals, invoices, cheques and other customary documentation, sufficient to provide a record of revenues and expenditures and periodic statements of financial position and the results of operations for managerial, tax, regulatory or other financial reporting purposes. Such records shall be retained for the duration of the period allowed the Participants for audit or the period necessary to comply with tax or other regulatory requirements. The records shall reflect all obligations, advances and credits of the Participants.

1.2

Bank Accounts . The Operator shall maintain one or more separate bank accounts for the payment of all expenses and the deposit of all cash receipts for the Joint Venture (such account or accounts are herein referred to as the "Joint Account").

ARTICLE 2
CHARGES TO JOINT ACCOUNT

Subject to the limitations hereinafter set forth, the Operator shall charge the Joint Account with the following:

2.1

Rentals. Royalties and Other Payments . All property acquisition and holding costs, including filing fees, license fees, costs of permits and assessment work. delay rentals, production royalties, including any required advances. and all other payments made by the Operator which are necessary to acquire or maintain title to the Property and Assets.

2.2

Labour and Employee Benefits

(a)

Salaries and wages of the Operator's employees directly engaged in the operation of the Property as a mine, including salaries or wages of employees who are temporarily assigned to and directly employed by same;

(b)

The Operator's cost of holiday. vacation, sickness and disability benefits, and other customary allowances applicable to the salaries and wages chargeable under subsections 2.2(a) and 2.12. Such costs may be charged on a "when and as paid basis." or by "percentage assessment" on the amount of salaries and wages. If percentage assessment is used, the rate shall be applied to wages or salaries excluding overtime and bonuses. Such rate shall be based on the Operator's cost experience and it shall be periodically adjusted at least annually to ensure that the total of such charges does not exceed the actual cost thereof to the Operator;

(c)

The Operator's actual cost of established plans for employees' group life insurance, hospitalization, pension, retirement, stock purchase, thrift, bonus (except production or incentive bonus plans under a union contract based on actual rates of production, cost savings and other production factors, and similar non-union bonus plans customary in the industry or necessary to attract competent employees, which bonus payments shall be considered salaries and wages under subsections 2.2(a) or 2.12; rather than employees' benefit plans) and other benefit plans of a like nature applicable to salaries and wages chargeable under subsections 2.2(a) or 2.12. provided that the plans are limited to the extent feasible to those customary in the industry;

(d)

Cost of assessments imposed by governmental authority which are applicable to salaries and wages chargeable under subsections 2.2(a) and 2.12, including all penalties except those resulting from the wilful misconduct or gross negligence of the Operator;

2.3

Materials. Equipment and Supplies . The cost of materials, equipment and supplies (hereinafter called "Material") purchased from unaffiliated third parties or furnished by the Operator or any Participant as provided in Article 3. The Operator shall purchase or furnish only so much Material as may be required for immediate use in efficient and economical Operations. The Operator shall also maintain inventory levels of Material at reasonable levels to avoid unnecessary accumulation of surplus stock.

2.4

Equipment and Facilities Furnished by Operator . The cost of machinery, equipment and facilities owned by the Operator and used in the operation of the Property as a mine or used to provide support or utility services in the operation of the Property as a mine charged at rates commensurate with the actual costs of ownership and operation of such machinery, equipment and facilities. Such rates shall include costs of maintenance, repairs, other operating expenses, insurance, taxes. depreciation and interest at a rate not to exceed the Prime Rate plus one percent per annum. Such rates shall not exceed the average commercial rates currently prevailing in the vicinity of the operation of the Property as a mine.

-3-

2.5

Transportation . Reasonable transportation costs incurred in connection with the transportation of employees and material necessary for the operation of the Property as a mine.

2.6

Contract Services and Utilities . The cost of contract services and utilities procured from outside sources, other than services described in subsections 2.9 and 2.13. If contract services are performed by the Operator or an Affiliate thereof, the cost charged to the Joint Account shall not be greater than that for which comparable services and utilities are available in the open market within the vicinity of the Property. The cost of professional consultant services procured from outside sources in excess of $25,000 shall not be charged to the Joint Account unless approved by the Management Committee.

2.7

Insurance Premiums . Net premiums paid for insurance required to be carried for the operation of the Property as mine for the protection of the Participants.

2.8

Damages and Losses . All costs in excess of insurance proceeds necessary to repair or replace damage or losses to any Property or Assets resulting from any cause other than the wilful misconduct or gross negligence of the Operator. The Operator shall furnish the Management Committee with written notice of damages or losses as soon as practicable after a report thereof has been received by the Operator.

2.9

Legal and Regulatory Expense . Except as otherwise provided in subsection 2.13, all _, legal and regulatory costs and expenses incurred in or resulting from the operation of the Property as a mine or necessary to protect or recover the Property or Assets of the Joint Venture. All attorney's fees and other legal costs to handle, investigate and settle litigation or claims, including the cost or legal services provided by the Operator's legal staff, and amounts paid in settlement of such litigation or claims in excess of $25,000 shall not be charged to the Joint Account unless approved by the Management Committee.

2.10

Audit. Cost of annual audits under Section 21 of the Agreement if approved by all of the Participants.

2.11

Taxes . All taxes (except income taxes) of every kind and nature assessed or levied upon or in connection with the Property or Assets. the production of Products or operation of the Property as a mine, which have been paid by the Operator for the benefit of the Participants. Each Participant is separately responsible for income taxes which are attributable to its respective Participating Interest.

2.12

District and Camp Expense (Field Supervision and Camp Expenses). A pro rata portion of (i) the salaries and expenses of the Operator's superintendent and other employees serving the operation of the Property as a mine whose time is not allocated directly to such operation of the Property as a mine, and (ii) the costs of maintaining and operating an office (herein called "the Operator's Project Office") and any necessary suboffice and (iii) all necessary camps, including housing facilities for employees, used for the operation of the Property as a mine. The expense of those facilities. less any revenue therefrom. shall include depreciation or a fair monthly rental in lieu of depreciation of the investment. The total of such charges for all properties served by the Operator's employees and facilities shall be apportioned to the Joint Account on the basis of a ratio, the numerator

-4-

of which is the direct labour costs of operation of the Property as a mine and the denominator of which is the total direct labour costs incurred for all activities served by the Operator.

2.13

Administrative Charge.

(a)

Each month, the Operator shall charge the Joint Account an amount, which shall be a liquidated amount to reimburse the Operator for its home office overhead and general and administrative expenses to operate the Property as a mine. equal to 15% of all Costs up to the date of commencement of Commercial Production excluding any construction or development contracts in excess of $100,000 to which a 3% management fee shall apply and following commencement of Commercial Production the management fee shall be renegotiated to be based upon usual business practices for an operating mine on the basis that the Operator should neither profit nor lose for acting as such, to be payable monthly in arrears for the Costs incurred in that month, which charge shall be in an amount sufficient to reimburse the Operator fully for its services as Operator, but not sufficient to enable the Operator to profit thereby and such fees will be reviewed and if proven to be excessive or insufficient shall be adjusted by the Management Committee on the basis that the Operator should neither profit nor lose by acting as such.

(b)

The following is a representative list of items comprising the Operator's principal business office expenses that are expressly covered by the administrative charge provided in this subsection 2.13:

(i)

Administrative supervision, which includes services rendered by managers, department supervisors, officers and directors of the Operator for operation of the Property as mine, except to the extent that such services represent a direct charge to the Joint Account, as provided for in subsection 2.2;

(ii)

Accounting, data processing, personnel administration, billing and record keeping in accordance with governmental regulations and the provisions of the Agreement, and preparation of reports;

(iii)

The services of tax counsel and tax administration employees for all tax matters, including any protests, except any outside professional fees which the Management Committee may approve as a direct charge to the Joint Account:

(iv)

Routine legal services rendered by outside sources and the Operator's legal staff not otherwise charged to the Joint Account under subsection 2.9; and

(v)

Rentals and other charges for office and records storage space, telephone service, office equipment and supplies;

(i)

-5-

(c)

The Management Committee shall annually review the administration charges and shall amend the methodology or rates used to determine such charges if they are found to be insufficient or excessive.

2.14

Other Expenditures . Any reasonable direct expenditure, other than expenditures which are covered by the foregoing provisions, incurred by the Operator for the necessary and proper operation of the Property as a mine.

ARTICLE 3

BASIS OF CHARGES TO JOINT ACCOUNT

3.1

Purchases . Material purchased and services procured from third parties shall be charged to the Joint Account by the Operator at invoiced cost, including applicable transfer taxes, less all discounts taken. If any Material is determined to be defective or is returned to a vendor for any other reason, the Operator shall credit the Joint Account when an adjustment is received from the vendor.

3.2

Material Furnished by or Transferred to the Operator or a Participant . Any Material furnished by the Operator or Participant from its stocks or transferred to the Operator or Participant shall be priced on the following basis:

(a)

New Material : New Material transferred from the Operator or Participant shall be priced F.O.B. the nearest reputable supply store or railway receiving point,'where like Material is available, at the current replacement cost of the same kind of Material, exclusive of any available cash discounts, at the time of the transfer (herein called, "New Price ^" );

(b)

Used Material .

(i)

Used Material in sound and serviceable condition and suitable for reuse without reconditioning shall be priced as follows:

Used Material transferred by the Operator or Participant shall be priced at seventy-five percent (75%) of the New Price;

Used Material transferred to the Operator or Participant shall be priced (i) at seventy-five percent (75%) of the New Price if such Material was originally charged to the Joint Account as new Material, or (ii) at sixty-five percent (65%) of the New Price if such Material was originally charged to the Joint Account as good used Material at seventy-five percent (75%) of the New Price;

(ii)

Other used Material which, after reconditioning will be further serviceable for original function as good secondhand Material, or which is serviceable for original function but not substantially suitable for reconditioning shall

- 6 -

be priced at fifty percent (50%) of New Price. The cost of any reconditioning shall be borne by the transferee;

(iii)

All other Material. including junk, shall be priced at a value commensurate with its use or at prevailing prices. Material no longer suitable for its original purpose but usable for some other purpose shall be priced on a basis comparable with items normally used for such other purposes;

(c)

Obsolete Material . Any Material which is serviceable and usable for its original function, but its condition is not equivalent to that which would justify a price as provided above shall be priced by the Management Committee. Such price shall be set at a level which will result in a charge to the Joint Account equal to the value of the service to be rendered by such Material.

3.3

Premium Prices . Whenever Material is not readily obtainable at published or listed prices because of national emergencies, strikes or other unusual circumstances over which the Operator has no control, the Operator may charge the Joint Account for the required Material on the basis of the Operator's direct cost and expenses incurred in procuring such Material and making it suitable for use. The Operator shall give written notice of the proposed charge to the Participants prior to the time when such charge is to be billed, whereupon any Participant shall have the right, by notifying the Operator within ten days of the delivery of the notice from the Operator, to furnish at the usual receiving point all or part of its share of Material suitable for use and acceptable to the Operator.

3.4

Warranty of Material Furnished by the Operator or Participants. Neither the Operator nor any Participant warrants the Material furnished beyond any dealer's or manufacturer's warranty and no credits shall be made to the Joint Account for defective Material until adjustments are received by the Operator from the dealer's manufacturer or their respective agents.

ARTICLE 4
DISPOSAL OF MATERIAL

4.1

Disposition Generally . The Operator shall have no obligation to purchase a Participant's interest in Material. Management Committee shall determine the disposition of major items of surplus Material, provided the Operator shall have the right to dispose of normal accumulations of junk and scrap Material either by sale or by transfer to the Participants as provided in subsection 4.2.

4.2

Distribution to Participants . Any Material to be distributed to the Participants shall be made in propottion to Interests, and corresponding their respective Participating credits shall be made to the Joint Account on the basis provided in subsection 3.2.

4.3

Sales . Sales of Material to third parties shall be credited to the Joint Account at the net amount received. Any damages or claims by the Purchaser shall be charged back to the Joint Account if and. when paid.

-7-

ARTICLE 5

INVENTORIES

5.1

Periodic Inventories. Notice and Representations. At reasonable intervals, inventories shall be taken by the Operator, which shall include all such Material as is ordinarily considered controllable by operators of mining properties and the expense of conducting such periodic inventories shall be charged to the Joint Account. The Operator shall give written notice to the Participants of its intent to take any inventory at least thirty (30) days before such inventory is scheduled to take place. A Participant shall be deemed to have accepted the results of any inventory taken by the Operator if the Participant fails to be represented at such inventory.

5.2

Reconciliation and Adjustment of Inventories. Reconciliation of inventory with charges to the Joint Account shall be made, and a list of overages and shortages shall be furnished to the Management Committee within six (6) months after the inventory is taken. Inventory adjustments shall be made by the Operator to the Joint Account for overages and shortages, but the Operator shall be held accountable to the Joint Venture only for shortages due to lack of reasonable diligence.

SCHEDULE "D" TO THE OPTION AND JOINT VENTURE AGREEMENT
EXECUTED MARCH 24, 1999 AND MADE EFFECTIVE AS OF OCTOBER 22, 1997
BETWEEN NORANDA MINING AND EXPLORATION INC.
AND BOOKER GOLD EXPLORATIONS LIMITED

THIS AGREEMENT made as of the 04 day of July, 1995,

BETWEEN:

KCC 167 HOLDINGS LTD., a body corporate duly incorporated

under the laws of British Columbia and having an office at #705-

475 Howe Street, Vancouver, B.C. V6C 2B3

(the "Vendor")

OF THE FIRST PART AND:

("the "Purchaser")

OF THE SECOND PART

WHEREAS:

The Vendor and the Purchaser deal at arms length;

The Vendor wishes to sell and the Purchaser wishes to purchase the Claims on the terms hereinafter provided;

In consideration of and for the sale of the Claims, the Purchaser shall pay to the Vendor 100,000 no par value common shares subject to regulatory approval as set out in paragraph 15 hereto.

The Vendor warrants and represents that:

it is the beneficial owner as to a full and unrestricted 100% right, title and interest in and to the Claims;

the Claims are free and clear of all liens, charges and encumbrances;

it has the sole right to convey the Claims to the Purchaser notwithstanding any prior act and no other person, firm or corporation has any proprietary or other interest in the Claims; and

the Purchaser shall have quiet possession of the Claims free from any and all claims and encumbrances.

The Purchaser warrants and represents that:

it has an authorized share capital of 20,000,000 no par value common shares; and

if any shares are to be allotted and issued pursuant to this Agreement, they shall be issued as fully paid and non-assessable.

The parties hereto covenant and agree to execute such further and other documents and deeds and to give such further and other assurances as may be necessary to fully implement this Agreement.

loading and transportation of the ores or minerals from the Claims or any mill erected on or about the Claims to the smelter or other purchaser;

freight allowance and severage taxes or royalties that may be paid to the Province of British Columbia;

penalties and other deductions whatsoever paid or payable in relation to the sale of the ores or minerals;

smelter treatment charges.

10.

11.

The parties have entered into this Agreement subject to Regulatory Approval.

12.

This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective successors and assigns.

13.

This Agreement shall be governed and interpreted in accordance with the laws of the Province of British Columbia.

14.

15.

The parties have entered into this Agreement subject to Regulatory Approval and conditional upon the transaction herein being a ^' minor transaction" as that term is defined in VSE Listings Policy Statement No. 9 dated January 17, 1994 and that Section 42 of the B. C. Securities Act does not apply to the issuance of the Shares by reason of Section 55(23(181 of the B.C. Securities Act and the Purchaser will within the time required by the B.C. Securities Act file a report in the required form disclosing distribution of the Shares to the Vendor together with any applicable filing fee.

16.

The invalidity of any particular provision of this Agreement shall not affect any other provision herein, and in such event. this Agreement shall be construed as if such invalid provision was omitted.

17.

Words of the singular number and masculine gender shall include words of the plural number, feminine or neuter genders, or firms and corporations, and vice versa.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of and from the day and year first above written.

[AGREEMENTNORANDAORIGINAL001.JPG]

SCHEDULE "A"

CLAIM NAME

TITLE NUMBER

CLAIM OR LEASE

COPPER #100

331786

Claim

COPPER #200

331787

Claim

SCHEDULE 'B'

PAYMENT OF NET SMELTER RETURNS AND GROSS PROCEEDS

The royalty of the Net Smelter Returns and Gross Proceeds payable to the Vendor hereunder shall be paid quarterly, within 60 days after the end of each fiscal quarter of the Purchaser. The records relating to the calculation of the Net Smelter Returns and Gross proceeds shall be audited annually at the end of each fiscal year of the Purchaser and:

(a)

any adjustments of royalties payable to the Vendor shall be made forthwith:

(b)

a copy of the audited statements shall be delivered to the Vendor as soon as practicable;

(c)

the Vendor shall have 90 days after receipt of such statements to question their accuracy in writing, and faring such objection. the statements shall be deemed prima facie correct.

The Vendor or an auditor duly appointed in writing by the Vendor, shall have the right at all reasonable times. upon written request, to inspect and obtain copies of those of the books and financial records of the Purchaser as are relevant to the determination of Net Smelter Returns and Gross Proceeds and at their own expense to make copies thereof.

GROSS PROCEEDS DEFINITION

"Gross Proceeds" means, for any period, the aggregate gross revenues received during the period from the sale of diamonds produced from the operation of the Claims.

SCHEDULE "E" TO THE OPTION AND JOINT VENTURE AGREEMENT
EXECUTED MARCH 24, 1999 AND MADE EFFECTIVE AS OF OCTOBER 22, 1997
BETWEEN NORANDA MINING AND EXPLORATION INC.
AND BOOKER GOLD EXPLORATIONS LIMITED

THIS AGREEMENT dated the 5th day of December, 1992

BETWEEN:

LORNE SPENCE

Box 24

Tappen, B.C.

VOE 2XO

(hereinafter called the "Optionor"

OF THE FIRST PART

AND

BOOKER GOLD EXPLORATIONS LTD.

Suite 620, 475 Howe St.

Vancouver, B.C.

V6C 2B3

(hereinafter called the "Optionee")

OF THE SECOND PART

WHEREAS:

The optionor is the beneficial owner of an underlying agreement in two 15 claim blocks (the "Claims") as more particularly described in Schedule A and Map I attached hereto, situated in the Omineca District of British Columbia, and

The Optionor has agreed to grant an option to sell his interest in and to the Claims to the Optionee upon the following terms and conditions.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the representations, warranties, covenants, and agreements herein contained, the Optionor hereby gives and grants to the Optionee the sole and exclusive option (Option) to purchase 100% of the Optionor's right title and interest in and to the Claims subject to the following terms and conditions:

1.1

The Option shall be irrevocable and shall be open for exercise by payment by the Optionee to the Optionor of the sum of sixty thousand dollars ($60,000.00) as follows:

(a)

The sum of $10,000.00 within 30 days of signing this agreement

(b)

The sum of $10,000.00 on or before July 21, 1993

(c)

The sum of $40,000.00 on or before December 21, 1993.

Provided that, such payments may be accelerated at any time in the sole discretion of the Optionee. A total sum of $100,000.00 in option payments must be paid prior to the commencement of any commercial production from the property. Should the Optionee purchase the Property as hereinbefore described, prior to December 21, 1994 and every year thereafter a $100,000.00 payment will be made to the Optionor (the Royalty).

The amount received in any calendar year will be deducted from any royalties from the Property earned by the Optionors in the same calendar year.

1.2

Pay to the Optionor 200,000 shares of the Optionee at the following stages:

STAGE

NUMBER OF SHARES RELEASED

On approval of the VSE

50,000

on completion of first stage

with recommendations for second stage

50,000

on completion of second stage with

recommendations for third stage

50,000

on completion of third stage with

recommendations for fourth stage

50,000

1.3

Upon the _. Optionee exercising the Option and making the payments referred to in clause 1.1-and the shares in clause 1.2 hereof; the Optionee shall own 100% of the right, title and interest in and to the claims.

2.1

As additional consideration for the Optionor entering into this Agreement, the Optionee acknowledges that its interest in the Claims shall be subject to a royalty or charge in the amount of 4.0 percent of net smelter returns payable to the Optionor on 100 % of the property.

2.2

For The purpose of this clause "Net Smelter Returns" shall mean the actual proceeds received by the Optionee from a smelter or other place of sale or treatment in respect of all ore removed by-the- Optionee from the Claims as evidence by its i-eturiis or settlement sheets after deducting from the said proceeds all freight or other transportation costs from the Claims, or other place of sale or treatment, and any costs incurred in marketing the Product, but without_ any other deduction whatsoever. Net Smelter Returns due and payable to the Optionor hereunder shall be paid within sixty days after receipt of the said actual proceeds by the optionee. Within ninety days after the end of each fiscal year during which any ore was shipped from the Claims the records relating the calculation of Net Smelter Returns during that fiscal year shall be delivered to the Optionor, upon written request, who shall have sixty days after receipt of such statements to question their accuracy and failing such question, the statements shall be deemed correct. The Optionor or his representative duly appointedin writing shall have the right at all reasonable times upon written request to inspect such books and financial records of the Optionee as are relevant to the determination of Net Smelter Return and at his own expense to make copies thereof.

During the term of this Agreement the Optionee shall have the exclusive possession and control of the Claims and the right by its employees, agents, or contractors to explore, prospect, examine, develop and mine the claims in such a manner as the Optionee, in its sole discretion, shall decide.

The Optionor represents and warrants that subject to the underlaying Agreement (Schedule A) it is the beneficial owner of an undivided 100% interest in and to the Claims free and clear of all liens, charges and encumbrances and conflicting claims and

rights of whatsoever nature and kind, that the Claims are in good standing and that it has full power, absolute authority, and capacity to enter into this Agreement without obtaining the consent of any other person or body corporate and that no other person or body corporate has any agreement, option, right or privilege capable of becoming an agreement for the purchase of the Claims or an interest therin save as might be expressly set out herein.

Upon the payment of the $10,000.00 (TEN THOUSAND DOLLARS) the Optionor will deliver to the Optionee a registrable transfer of the Claims to be held in trust by the Optionee's solicitor until the Option is duly exercised and completed.

The Optionee represents and warrants to the Optionor it is a corporation duly organized, validly existing and in good standing under the laws of the Province of British Columbia with full power, absolute authority and capacity to enter into this Agreement and to carry out the transaction contemplated herein.

Any payment required to be made hereunder shall be made payable and delivered in the manner for the giving of notice as herein provided.

The Optionor agrees to execute and deliver to the Optionee such bills of sale, transfers or other documentation required to transfer an undivided 100% interest in and to the Claims to the Optionee concurrently upon the execution of this Agreement. The Optionee has the right to record the bills of sale, transfers and other documentation with the appropriate governmental agency to effect a transfer of the recorded ownership of the Claims to the Optionee but the beneficial ownership to the Claims shall be subject to the terms of this Agreement.

During the currency of this Agreement the Optionee agrees to:

(a)

use its best efforts to complete the required assessment work on each claim for any year it is due. If the Optionee decides not to complete the assessment work on any claim or claims in the year work is due for that claim or claims, the Optionee must notify the Optionor of this decision my July 15 of the year in Question. Ownership of that claim or claims would then revert back to the Optionor. If the Optionee does not notify the Optionor by July 15 of the given year the Optionee is responsible for the completion of the assessment work for that period;

(b)

subsequent to the requirements set out in sub-clause (a) hereof and commencing in 1992 the Optionee agrees to keep the Claims free and clear of all liens and encumbrances arising from its operations hereunder and in good standing by carrying out all required assessment work by September 15 of each year and filing all necessary work with the appropriate governmental agency by September 30 of each year and to pay all taxes required to be paid and by doing all other acts and

things and making all other payments required to be made which may be necessary in that regard;

(c)

conduct all work on or with respect to the Claims in a careful and minerlike manner and in accordance with the applicable laws of the Province of British Columbia and indemnify and save the Optionor harmless from any and all claims, suits or actions made or brought against the Optionor as a result or work done by the Optionee on or with respect to the Claims;

(d)

obtain and maintain, or cause any contractor to obtain and maintain, during any period in which active work is carried out hereunder, adequate workers' compensation insurance in accordance with the applicable laws of the Province of British Columbia;

(e)

permit the Optionor or its representative, duly authorized by it, in writing, at its own risk and expense, access to the Claims at all reasonable times; and

(f)

provide the Optionor with summaries of exploration and development performed on the Claims and to deliver a copy of any engineering report prepared in connection with the Claims.

10.1

The Option shall terminate:

(a)

upon the failure of the Optionee to make any of the payments or issue any shares to the Optionor as specified in clause 1 hereof by the dates specified;

(b)

upon the Optionee giving notice of termination to the Optionor; and

(c)

upon the expiration of thirty days after service of notice to the Optionee in writing by the Optionor of a breach by the Optionee of any condition or covenant hereinc contained to be observed or performed, if such breach has not theretofore been rectified; or

(d)

upon the notification by the Optionee to the Optionor, pursuant to clause 9 (a), that the Optionee intends to complete the assessment work on none of the claims for the given period.

10.2

Upon termination of the Option all obligations or liabilities hereunder of whatever nature of the parties shall cease and determine except for the obligation of the Optionee to transfer recorded ownership of the Claims to the Optionor and to leave the Claims free and clear of any liens, charges or encumbrances arising from its work thereon, or for materials or supplies delivered thereto at its request. The Optionee shall have the right for eighteen months thereafter to remove any machinery, - equipment or supplies

brought on to the Claims by it.

10.3

Failure of the Optionee to comply with any of its obligations under this Agreement constitutes a default of this Agreement which, thereafter, will cause all rights and interests of the Optionee in and to the Agreement and the Claims to revert to the Optionor, provided that the Optionee has received 30 days written notice of said default from the Optionor and has not remedied the default within 30 days of the said notice.

11.

The rights of neither party shall be prejudiced by events beyond a party's reasonable control, including, without limiting, environmental restrictions or approvals, the exigencies of nature, government, and acts of God particularly as they may affect exploration and development of the Claims but excluding the want of funds. All times herein provided for shall be extended by the period necessary to cure any such event and the party affected shall use all reasonable means to do so promptly. Each party agrees to cooperate with the other in applying for and obtaining all required Federal, Provincial and other governmental approvals.

12.

The data and information comming into the possession of the Optionor by virtue of this Agreement shall be kept confidential and shall not be disclosed to third parties without the written consent of the Optionee.

13.

Nothing in this Agreement shall be deemed to constitute the Optionor the partner of the Optionee.

14.

Time shall bve of the essence of this Agreement and should the parties fix new dates for the performance of any obligation time shall thereafter again be of the essence of this Agreement.

15,

The parties hereby agree that each and every mineral claim (including internal fractions), or interest therein which they acquired subsequent to December 5, 1992, or may stake or otherwise acquire during the currency of Agreement and which lies in whole or in part within six kilometres of any part of the Claims, shall at the option of the other party form a part of the Claims. Either party shall upon acquisition of any additional claims, give notice to the other party of all such additional claims which it has acquired and thereafter the other party shall have 30 days within which to give notice of its desire to have such additional claims form part of the Claims. The Optionee shall be responsible to pay the costs of acquiring the additional claims. All title to such additional claims shall be held subject to the terms of this Agreement.

16.

The Optionor and the Optionee acknowledge this Agreement is subject to the approval of the Vancouver Stock Exchange and agree to promptly comply with all conditions and requirements which may be required by the Vancouver Stock Exchange.

17.

The Optionee has the right to purchase 100% of the said property for a Two Million Dollar ($2,000,000.00) buy out.

18.

This Agreement shall be construed with and governed by the laws of the Provinc of British Columbia. All references herein to sums of money shall be deemed to refer to Canadian.

19.

Any notice given pursuant hereto shall be in writing and shall be delivered or mailed by pre-paid registered post to the other party at its address set forth in the beginning of this Agreement and if so delivered shall be deemed to be effective immediately and if so mailed shall be deemed to have been given on the fifth postal delivery day following the date of mailing.

20.

The Optionor will indemnify and save the Optionee harmless from all loss, damage, costs, actions and suits arkising out of or in connection with any breach of any representation warranty, covenant, agreement, or condition made by him and contained in this Agreement. The Optionor acknowledges and agrees that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement.

This Agreement represents the complete understanding of the parties and shall not be deviated from except by a further written Agreement. Each party agrees to execute further documents necessary to give effect to this Agreement.

22.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators and assigns.

IN WITHESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

[AGREEMENTNORANDAORIGINAL002.JPG]

MEMORANDUM OF AGREEMENT

This Agreement made as of the 2nd day of September, 1992 between:

LORNE SPENCE of Box 235, Kamloops,

British Columbia (hereinafter called

the "Optionee”)

OF THE FIRST PART AND

PETER F. BLAND of Burns Lake, British

Columbia and

DAVID _, J. CHAPMAN of Smithers, British

Columbia (hereinafter collectively called

the "Optionors")

OF THE SECOND PART

In 'consideration of the mutual covenants and promises contained herein, the Optionors jointly and severally hereby warrant, covenant and agree with the Optionee as follows:

1. a)

Peter F. Bland and David J. Chapman are the

registered Joint owners of the Property, that the Optionors are the sole beneficial owners of a 100%

interest in the Property and that the Optionors have the full right and authority to dispose of the

Property;

Each of the Optionors is not a non-resident of Canada for the purposes of section 116 of the Income Tax Act (Canada) and that there are no adverse interests or other agreements affecting the Property;

The Property is free and clear of all claims. lions and encumbrances whatsoever, registered or unregistered; that the Property is properly described hereunder and that each of the mining claims comprising the Property has been duly and properly staked, recorded and is in good standing under the laws of the Province of British Columbia;

2 -

The Optionors have made available to the Optionee all information in their possession or control relating to work done on or with respect to the Property which could reasonably be considered to be materially significant in indicating that the Property may or may not have potential for economic mineralization.

The Optionors acknowledge and agree that the Optionee is entering into this letter agreement relying upon the representations and warranties made to it herein, and the correctness of each such representation and warranty is a condition upon which the Optionee is entering into this agreement, each of which condition may be waived in whole or in part solely for the benefit of and at the discretion of the Optionee. It is also agreed that all such representations and warranties shall survive the execution and delivery of this agreement and the transactions contemplated hereby .

[AGREEMENTNORANDAORIGINAL003.JPG]

In order to purchase an undivided 100%.in the Property, the Optionee shall pay the Optionors the sum•of sixty thousand dollars ($60,000.00) as folloWs:

the sum of ES, 000.00 upon the signing of this _ Agreement;

the sum of S5, 000.00 on or before December 21, 1912;

the further sum of 110,000.00 to be paid on or before July 21, 1993; and

the further sum of $40,000.00 to be paid on or before December 21, 1993:

provided that, such payments may be accelerated at any time in the sole discretion of Lorne Spence. A total sum of S100,000.00 in option payments must be paid prior to the commencement of any commercial production from the Property.

Should the Optionee purchase the Property as hereinbefore described, prior to December 21, 1994 and every year thereafter a $100,000.00 payment will be made to the Optionors (the ^" Royalty ^" ). The amount received in any calendar year will be deducted from any royalties from Property earned by the Optionors in the same calendar year.

5. Should the Optionee purchase the Property as hereinbefore described; a two percent (2%) Net Smelter Return Royalty based upon commercial production will be granted to the Optionors. In calculating Net Smelter Return Royalty, the provisions of Schedule “A” attached hereto shall apply. $100,000.00 is to be paid before production starts to Optionor by Optionee.

Upon the execution of this Agreement, the Optionors will forwith execute good and sutticient transfers of the Property to the Optionee, who shall hold title to the Property in trust for itself and the Optionors until such time as the Optionee may earn its interest in the property as hereinbefore described. If the Optionee makes all of the option payments as described in paragraph 3, title to the property shall automatically vest in the Optionee subject to the Royalty. If this agreement is terminated, the Optionee shall forthwith reconvey title of the Property to the Optionors or their nominee and the entitlement to any royalty from the Optionee from the Property shall cease immediately.

The Optionors hereby give and grant to the Optionee the right to have quiet and exclusive possession of the Property during the currency of this agreement with a full right to sample, examine, diamond drill, develop or mine the Property in such a manner as the Optionee in its sole discretion may deem properly and to erect, bring and install thereon all such buildings, machinery, equipment and supplies as the Options shall deem necessary and proper. In the event of termination of the Option heroin granted by lapse or otherwise, all buildings, plant, equipment, machinery, tools, appliances and supplies which have been brought upon the Property either before or during the currency of this agreement may be removed by the Optinee at any time not later than eighteen (18) months after the termination of this agreement and, if not so removed, shall become the property of the Optionors. Upon termination, the Optionee shall, on demand and at its expense, deliver to the Optionors one set of copies of assay plans and diamond drill records and other pertinent detail, it any, prepared by or for the Optionee relative to any work done on the Property.

Any cash or royalty payments to be made by the Optionee to the Optionors shall be properly made if made as to 50% to David J. Chapman and as to 50% to Peter F. Bland at their respective current addresses as set out in this agreement or such other address as either respective party may in writing designate. Unless otherwise indicated herein, all references in this agreement to monetary amounts are expressed in Canadian currency_

The Optionee hereby covenants and agree; not to sell, transfer, assign or otherwise dispose of all or part of its interest in the Property to any person unless such person has first agreed in writing with the Optionors that it will assume and be bound by all of the

obligations under this Agreement of the Optionee. A copy of any such agreement shall be tarnished to the Optionors.

10.

Time shall be of the essence provided, however, that if the Optionee should be delayed in, or prevented from, examining and exploring the property by strikes, governmental regulations or any other causes whatsoever beyond the control of the Optionee, the time within which the Option may be exercised and the time for making each of the aforesaid cash payments shall be extended by the total period of all such delays.

11.

If the said Option hereby granted is not exercised, the Optlonee will, on request, deliver to the Optioner one set of plans and records that will show the essential results of its investigation of the Property and if any diamond drilling has been done, then the cores, except portions taken for assay purposes, shall be left on the Property.

12.

In the event the Optionee does not make any of the_payments listed in paragraph 3 above on the due date, the Optionors shall give notice of such non-payment to the Optionee and thereafter should the Optionee fail to make such payment within five (5) business days of the receipt of said notice, then the Option shall be terminated as of such date and the Optionee will transfer title to the Property to the Optionors within thirty (30) days of the date of termination.

13.

The Optionee shall indemnity and save harmless and defend the Optionors from any and all claims arising out of the operations which may be conducted upon the Property by the Optionee during the currency of this Agreement.

[AGREEMENTNORANDAORIGINAL004.JPG]

[AGREEMENTNORANDAORIGINAL005.JPG]

THIS AGREEMENT made and dated for reference the 28 ^th day of January, 1999

BETWEEN:

LORNE SPENCE, of Box 235, Kamloops, British Columbia;

(hereinafter referred to as "Spence")

OF THE FIRST PART

AND:

,IACQUIE BLAND, of Burns Lake, British Columbia; and

DAVID ,I. CHAPMAN, of Smithers, British Columbia;

(hereinafter referred to as "Jacquie Bland" and "Chapman")

OF THE SECOND PART

AND:

BOOKER GOLD EXPLORATIONS LTD., of 10 ^th Floor - 609 West Hastings Street, Vancouver, British Columbia;

OF THE THIRD PART

WHEREAS Spence, Peter F. Bland and Chapman entered into an option agreement (the "First Agreement") dated September 2, 1992 in respect to the mineral claim located in the Omineca Mining Division of the Province of British Columbia, which are more particularly described in Schedule A and Map I attached to an Option Agreement (the "Second Agreement") between Spence and Booker dated December 5, 1992.

AND WHEREAS Peter F. Bland is deceased and Jacquie Bland has inherited the interest of Peter F. bland in the First Agreement.

AND WHEREAS the parties hereto wish to modify and amend the terms of the First Agreement and the Second Agreement.

AND WHEREAS paragraph 4 of the First Agreement and paragraph 1.1 of the Second Agreement provide for yearly payments (the "Royalty Payments").

-2-

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the payments and the premises, the mutual covenants and agreements hereinafter contained, the parties hereto have agreed and do hereby agree as follows:

The parties hereto agree that in the place and stead of the Royalty Payments to be made for the years 1997, 1998 and 1999, Booker, within five (5) days of receipt of Vancouver Stock Exchange approval of this Agreement, shall issue and allot to each of Chapman and Jacquie Bland One Hundred and Fifty Thousand (150,000) common shares at a deemed price equal to the market price of the said common shares on the date of such approval.

The amount of the deemed price for all of the shares so issued shall be deducted from the amount of $300,000 and the balance shall be added to the buyout payment price which is described in paragraph 19 of the First Agreement.

This Agreement shall not effect the calculation or payments to be made as Royalty Payments from the year 2000 and succeeding years.

The parties hereto agree that the First Agreement and the Second Agreement are in full force and effect save as provided for in this agreement.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.

[AGREEMENTNORANDAORIGINAL006.JPG]

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[AGREEMENTNORANDAORIGINAL008.JPG]

[AGREEMENTNORANDAORIGINAL009.JPG]

THIS AGREEMENT made as of the 15 ^th day of June, 1995,

BETWEEN:

WINBOURNE INTERNATIONAL CAPITAL MANAGEMENT LTD., a body corporate duly incorporated pursuant to the laws of the commonwealth of the Bahamas and having its head office at The Private Trust Corporation, (Charlotte House); Charlotte Street, P.O. Box N. 65, Nassau, The Bahamas

(the "Vendor")

OF THE FIRST PART AND:

( ^" the "Purchaser")

OF THE SECOND PART

WHEREAS:

The Vendor is the beneficial owner of a 100% interest in mineral titles staked pursuant to the Mineral Tenure Act, Province of British Columbia, as more particularly described in the attached Schedule A, (the "Claims"), and summarily described as Claim Names CUB #100, CUB #200, CUB #300;

The Vendor and the Purchaser deal at arms length;

The Vendor wishes to sell and the Purchaser wishes to purchase the Claims on the terms hereinafter provided;

In consideration of and for the sale of the Claims, the Purchaser shall issue and allot to the Vendor a total of 100,000 no par value common shares of the Purchaser (the "Shares" ), subject to regulatory approval as set out in paragraph 15 hereto.

The Vendor warrants and represents that:

it is the beneficial owner as to a full and unrestricted 100% right, title and interest in and to the Claims;

the Claims are free and clear of all liens, charges and encumbrances;

it has the sole right to convey the Claims to the Purchaser notwithstanding any prior act and no other person, firm or corporation has any proprietary or other interest in the Claims; and

the Purchaser shall have quiet possession of the Claims free from any and all claims and encumbrances.

The Purchaser warrants and represents that:

it has an authorized share capital of 20,000,000 no par value common shares; and

if any shares are to be allotted and issued pursuant to this Agreement, they shall be issued as fully paid and non-assessable.

The parties hereto covenant and agree to execute such further and other documents and deeds and to give such further and other assurances as may be necessary to fully implement this Agreement.

loading and transportation of the ores or minerals from the Claims or any mill erected on or about the Claims to the smelter or other purchaser;

freight allowance and severage taxes or royalties that may be paid to the Province of British Columbia;

penalties and other deductions whatsoever paid or payable in relation to the sale of the ores or minerals;

smelter treatment charges.

For the purposes of this Agreement, commercial production of the Claims shall be determined to have commenced on the date upon which cash proceeds, not including proceeds received from the sale or disposition of mineral products for assay or testing purposes, having been received by the Purchaser from the sale of mineral products derived from the Claims. It is expressly understood that the Purchaser shall be under no obligation whatsoever to place the Claims into production, and in the event commercial production is commenced, the Purchaser shall have the right at any time to curtail or suspend such production as it may in its absolute discretion determine.

10.

The parties have entered into this Agreement subject to Regulatory Approval.

11.

This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective successors and assigns.

12.

This Agreement shall be governed and interpreted in accordance with the laws of the Province of British Columbia.

13.

14.

The parties have entered into this Agreement subject to Regulatory Approval and conditional upon the transaction herein being a "minor transaction" as that term is defined in VSE Listings Policy Statement No. 9 dated January 17, 1994 and that Section 42 of the B. C. Securities Act does not apply to the issuance of the Shares by reason of Section 55(2)(18) of the B.C. Securities Act and the Purchaser will within

the time required by the B. C. Securities Act file a report in the required form disclosing distribution of the Shares to the Vendor together with any applicable filing fee.

15.

16.

Words of the singular number and masculine gender shall include words of the plural number, feminine or neuter genders, or firms and corporations, and vice versa.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of and from the day and year first above written.

[AGREEMENTNORANDAORIGINAL010.JPG]

SCHEDULE "A"

CLAIM NAME	TITLE NUMBER	CLAIM OR LEASE
CUB #100	331783	Claim
CUB #200	331784	Claim
CUB #300	331785	Claim

SCHEDULE "B"

PAYMENT OF NET SMELTER RETURNS AND GROSS PROCEEDS

(a)

any adjustments of royalties payable to the Vendor shall be made forthwith;

(b)

a copy of the audited statements shall be delivered to the Vendor as soon as practicable;

(c)

the Vendor shall have 90 days after receipt of such statements to question their accuracy in writing, and failing such objection, the statements shall be deemed prima facie correct.

The Vendor or an auditor duly appointed in writing by the Vendor, shall have the right at all reasonable times, upon written request, to inspect and obtain copies of those of the books and financial records of the Purchaser as are relevant to the determination of Net Smelter Returns and Gross Proceeds and at their own expense to make copies thereof.

GROSS PROCEEDS DEFINITION

"Gross Proceeds" means, for any period, the aggregate gross revenues received during the period from the sale of diamonds produced from the operation of the Claims

SCHEDULE "G" TO THE OPTION AND JOINT VENTURE AGREEMENT
EXECUTED MARCH 24, 1999 AND MADE EFFECTIVE AS OF OCTOBER 22, 1997
BETWEEN NORANDA MINING AND EXPLORATION INC.
AND BOOKER GOLD EXPLORATIONS LIMITED

ROYALTY INTEREST

Net Smelter Returns shall mean any and all amounts received, from time to time, by the Owner for product extracted from ore mined from the Property deducting therefrom all expenses relating to the treatment of such product at any smelter, refinery or mint, including all costs and charges for the treatment, tolling, smelting, refining or minting such product and all costs and charges associated therewith, such as costs and charges in respect of transportation, insurance, handling, weighing, sampling, assaying and marketing, as well as penalties, representation charges, referee's fees and expenses, import taxes and export taxes; that is to say, Net Smelter Returns shall mean the net amount received by the Owner from a smelter, refinery or mint, as the case may be, less all costs and charges associated with marketing, selling and delivering the product to the smelter, refinery or mint, as the case may be.

If the product is treated at a smelter, refinery or mint owned, operated or controlled by the Owner or an affiliate of it. all costs and charges referred to in 1. shall be equivalent to the prevailing competitive rates charged by similar smelters, refineries or mints, as the case may be, in arm's length transactions for the treatment of like qualities and quality of product.

Net Smelter Returns shall be calculated by the Owner at the end of the calendar quarter in which the ores or concentrates from the Property were sold or otherwise deemed disposed of and payment to the Royalty Holder shall be made by the Owner within 45 days after the end of each quarter.

The Owner shall provide the Royalty Holder with an annual statement of the Net Smelter Returns as of the end of each December 31st on or before the 31st day of March following such 31st day of December. The Owner shall maintain adequate records which shall be made available to the Royalty Holder for a period of eight (8) months following the delivery of such annual statement by the Owner se as to enable the Royalty Holder to verify the correctness of its determination of Net Smelter Returns. If the Royalty Holder disputes, in writing, the correctness of the Owner's determination of Net Smelter Returns, the determination of whether an entry has been properly categorized or calculated shall be finally made by an independent auditor to be appointed by the Owner if the parties cannot agree between themselves. If the Royalty Holder does not dispute, in writing, the correctness of the Owner's determination of Net Smelter Returns within eight months following the delivery of an annual statement such annual statement shall be deemed to be correct and Royalty Holder shall waive all of its rights to challenge same.

All profits and losses resulting from the Owner engaging in any commodity futures trading, option trading, metals trading, gold loam or any combination thereof, and any other hedging transactions with respect to Mineral Products (collectively, "Hedging Transactions") are specifically excluded from calculations of the payments on account of the Royalty Interest pursuant to this Schedule "G" (it being the intent of the parties that the Owner will have the unrestricted right to market and sell Mineral Products to third parties in any manner it chooses and that the Royalty Holder will not have any right to participate in such marketing activities or to share in any profits or losses

-2-

therefrom). All Hedging Transactions by the Owner and all profits or losses associated therewith, if any, will be solely for the Owner's account.

SCHEDULE "H" TO THE OPTION AND JOINT VENTURE AGREEMENT
EXECUTED MARCH 24, 1999 AND MADE EFFECTIVE AS OF OCTOBER 22, 1997
BETWEEN NORANDA MINING AND EXPLORATION INC.
AND BOOKER GOLD EXPLORATIONS LIMITED

ACKNOWLEDGEMENT AND AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by us, we, Lorne Spence, Jackie Bland as the sole beneficiary of the estate interest of Peter F. Bland and David L. Chapman hereby acknowledge and agree that the following 32 located mineral claims situated in the Omineca Mining Division of the Babine District, British Columbia and known as the Morrison Property shall not be subject to section 15 of the agreement dated December 5, 1992 between Lorne Spence and Booker Gold Explorations Ltd. (the "Spence Agreement") or form part of the claims under the Spence Agreement and shall not be subject to section 20 of the agreement dated September 2, 1992 between Lorne Spence, Peter F. Bland and David L. Chapman as amended by an agreement dated January 28, 1999 (the "Underlying Agreement") or form part of the Property covered by the Underlying Agreement and that Lorne Spence, Jackie Bland as the sole beneficiary of the estate interest of Peter F. Bland and David L. Chapman in no way acquire any right or interest in the Morrison Property as a result of the Option and Joint Venture Agreement made effective as of October 22, 1997 between Noranda Mining and Exploration Inc. and Booker Gold Explorations Limited and the grant of the Booker Option.

Claim Name	Record #
ALVA 1	243863
ALVA 2	243864
DULL AXE 1	244266
DULL AXE 2	244267
DYKE 1	360773
DYKE 2	360774
DYKE 3	360775
DYKE 4	360776
DYKE 5	360777
DYKE 7	244320
ELLEN 1	243847
ELLEN 2	243848
ELLEN 3	243849
ELLEN 3 FR	243879
ELLEN 4	243850
ELLEN 5	243851
ELLEN 6	243852
ELLEN 7	243853
ELLEN 8	243854
ELLEN 9	243855

	-2 -
Claim Name		Record #

ELLEN 10		243856
ELLEN 11		243857
ELLEN 12		243858
ELLEN 13		243859
ELLEN 14		243860
ELLEN 15		243861
ELLEN 16		243862
FRANCES 25		244011
FRANCES 27		244012
PATCH		244326
SHE 13		244278
SHE 14		244 _' 279

Lorne Spence furthermore acknowledges and agrees that the Spence Agreement has been amended to eliminate all cash payments referred to in section 1.1 of the Spence Agreement and confirms that the Spence Agreement otherwise continues in full force and effect and is in good standing.

[AGREEMENTNORANDAORIGINAL011.JPG]

[AGREEMENTNORANDAORIGINAL012.JPG]

THIS AGREEMENT made and dated for reference the 28 ^th day of January, 1999

BETWEEN:

LORNE SPENCE, of Box 235, Kamloops, British Columbia;

(hereinafter referred to as "Spence")

OF THE FIRST PART AND:

,IACQUIE BLAND, of Burns Lake, British Columbia; and

DAVID ,I. CHAPMAN, of Smithers, British Columbia;

(hereinafter referred to as "Jacquie Bland" and "Chapman")

OF THE SECOND PART AND:

BOOKER GOLD EXPLORATIONS LTD., of 10 ^th Floor - 609 West Hastings Street, Vancouver, British Columbia;

OF THE THIRD PART

AND WHEREAS Peter F. Bland is deceased and Jacquie Bland has inherited the interest of Peter F. bland in the First Agreement.

AND WHEREAS the parties hereto wish to modify and amend the terms of the First Agreement and the Second Agreement.

AND WHEREAS paragraph 4 of the First Agreement and paragraph 1.1 of the Second Agreement provide for yearly payments (the "Royalty Payments").

-2-

This Agreement shall not effect the calculation or payments to be made as Royalty Payments from the year 2000 and succeeding years.

The parties hereto agree that the First Agreement and the Second Agreement are in full force and effect save as provided for in this agreement.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.

[AGREEMENTSBC1999001.JPG]

[AGREEMENTSBC1999002.JPG]

[AGREEMENTSBC1999003.JPG]

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THIS AGREEMENT dated the 5th day of December, 1992

BETWEEN:

LORNE SPENCE

Box 24

Tappen, B.C.

VOE 2XO

(hereinafter called the "Optionor"

OF THE FIRST PART

AND

BOOKER GOLD EXPLORATIONS LTD.

Suite 620, 475 Howe St.

Vancouver, B.C.

V6C 2B3

(hereinafter called the "Optionee")

OF THE SECOND PART

WHEREAS:

The Optionor has agreed to grant an option to sell his interest in and to the Claims to the Optionee upon the following terms and conditions.

1.1

The Option shall be irrevocable and shall be open for exercise by payment by the Optionee to the Optionor of the sum of sixty thousand dollars ($60,000.00) as follows:

(a)

The sum of $10,000.00 within 30 days of signing this agreement

(b)

The sum of $10,000.00 on or before July 21, 1993

(c)

The sum of $40,000.00 on or before December 21, 1993.

The amount received in any calendar year will be deducted from any royalties from the Property earned by the Optionors in the same calendar year.

1.2

Pay to the Optionor 200,000 shares of the Optionee at the following stages:

STAGE

NUMBER OF SHARES RELEASED

On approval of the VSE

50,000

on completion of first stage

with recommendations for second stage

50,000

on completion of second stage with

recommendations for third stage

50,000

on completion of third stage with

recommendations for fourth stage

50,000

1.3

2.1

2.2

Any payment required to be made hereunder shall be made payable and delivered in the manner for the giving of notice as herein provided.

During the currency of this Agreement the Optionee agrees to:

(a)

(b)

things and making all other payments required to be made which may be necessary in that regard;

(c)

(d)

(e)

permit the Optionor or its representative, duly authorized by it, in writing, at its own risk and expense, access to the Claims at all reasonable times; and

(f)

provide the Optionor with summaries of exploration and development performed on the Claims and to deliver a copy of any engineering report prepared in connection with the Claims.

10.1

The Option shall terminate:

(a)

upon the failure of the Optionee to make any of the payments or issue any shares to the Optionor as specified in clause 1 hereof by the dates specified;

(b)

upon the Optionee giving notice of termination to the Optionor; and

(c)

(d)

upon the notification by the Optionee to the Optionor, pursuant to clause 9 (a), that the Optionee intends to complete the assessment work on none of the claims for the given period.

10.2

brought on to the Claims by it.

10.3

11.

12.

13.

Nothing in this Agreement shall be deemed to constitute the Optionor the partner of the Optionee.

14.

Time shall bve of the essence of this Agreement and should the parties fix new dates for the performance of any obligation time shall thereafter again be of the essence of this Agreement.

15,

16.

17.

The Optionee has the right to purchase 100% of the said property for a Two Million Dollar ($2,000,000.00) buy out.

18.

This Agreement shall be construed with and governed by the laws of the Provinc of British Columbia. All references herein to sums of money shall be deemed to refer to Canadian.

19.

20.

22.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators and assigns.

IN WITHESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

[AGREEMENTSPENCEBOOKER1992001.JPG]

AUDIT AND FINANCE COMMITTEE
OF THE BOARD OF DIRECTORS

CHARTER

Organization

There shall be a committee of the board of directors (the “Board”) of Pacific Booker Minerals Inc. (“CFO”) known as the Audit and Finance Committee (the “Committee”). This charter shall govern the operations of the Committee.

Membership and Qualifications

The membership of the Committee shall be appointed by the Board and shall consist of at least three directors, the majority of whom will be non-officers (the “Independent Directors”).

Each independent member of the Committee shall be, while at all times a member of the Committee, free of any relationship that, in the opinion of the Board, would interfere with the member’s individual exercise of independent judgment.

Each member of the Committee shall be, while at all times a member of the Committee, generally knowledgeable in financial and auditing matters, specifically possessing the ability to read and understand fundamental financial statements including CFO’s balance sheet, statement of operations and statement of cash flows.

The Board shall appoint one member of the Committee as chair. The chair shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings, making committee assignments and reporting to the Board. The chair will also maintain regular liaison with CFO’s Chief Executive Officer, Chief Financial Officer and lead independent audit partner.

Role

The Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, reporting practices, systems of internal accounting and financial controls, the annual independent audit of CFO’s financial statements, and the legal compliance and ethics programs of CFO as established by management and the Board shall also perform any other related duties as directed by the Board. In fulfilling this role, the Committee is expected to maintain free and open communications with the independent auditor and management of CFO and shall meet at least once each quarter.

While the Committee has the responsibilities and powers set forth below in this charter under the headings “Authority” and “Responsibilities and Processes”, it is not the duty of the Committee to conduct audits or to determine that CFO’s financial statements are fairly presented and are in accordance with generally accepted accounting principles. Management is responsible for the preparation of financial statements in accordance with generally accepted accounting principles. It is the role of the independent auditor to audit the financial statements.

Authority

The Committee is granted the authority to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of CFO. The Committee has the power to engage and determine funding for outside counsel or other experts or advisors as the Committee deems necessary for these purposes and as otherwise necessary or appropriate to carry out its duties. CFO shall provide appropriate funding, as determined by the Committee, for payment of compensation to any registered public accounting firm engaged for the purpose

of preparing or issuing an audit report or performing other audit, review or attest services for CFO and for any advisors employed by the Committee as well as for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out it duties.

Responsibilities and Processes

The Committee’s primary responsibilities include:

•

Overseeing CFO’s financial reporting process on behalf of the Board and reporting the results or findings of its oversight activities to the Board.

•

Having sole authority to appoint, retain and oversee the work of CFO’s independent auditor and establishing the compensation to be paid to the independent auditor. CFO’s independent auditor shall report directly to the Committee

•

Establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and/or auditing matters for the confidential, anonymous submission by CFO’s employees of concerns regarding questionable accounting or auditing matters.

•

Pre-approving all audit services and permissible non-audit services as may be amended from time to time.

•

Overseeing CFO’s system to monitor and manage risk, and legal and ethical compliance programs, including the establishment and administration (including the grant of any waiver from) a written code of ethics applicable to each of CFO’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible in order to react more effectively to changing conditions and circumstances. The Committee shall take the appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices and ethical behaviour.

The following shall be the principal recurring processes of the Committee relating to its oversight responsibilities. These processes are set forth as a guide, with the understanding that the Committee may supplement them as appropriate and is not intended be a comprehensive list of all the actions that the Committee will take in discharging its duties. These processes are:

•

Discussing with the independent auditor the objectivity and independence of the auditor and any relationships that may impact the auditor’s objectivity or independence and receiving from the independent auditor disclosures regarding its independence and written affirmation that the independent auditor is in fact independent, and taking any action, or recommending that the Board take appropriate action to oversee the independence of the independent auditor.

•

Overseeing the independent auditor relationship by discussing with the auditor the nature and scope of the audit process, receiving and reviewing audit reports, and providing the auditor full access to the Committee to report on any and all appropriate matters. The Committee has the sole authority to resolve disagreements, if any, between management and the independent auditor.

•

Discussing with the independent auditor and CFO’s financial and accounting personnel, together and in separate sessions, the adequacy and effectiveness of the accounting and financial controls of CFO and eliciting recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures may be desirable.

•

Providing sufficient opportunity for the independent auditor to meet with the members of the Committee without members of management present. Among the items to be discussed in these meetings are the independent auditor’s evaluation of CFO’s financial and accounting personnel and the cooperation that the independent auditor received during the course of the audit.

•

Discussing with management their review of the adequacy of CFO’s disclosure controls and procedures, the effectiveness of such controls and procedures and any findings following such review.Reviewing CFO’s system to monitor, assess and manage risk and legal and ethical compliance program.

•

Reviewing and discussing with management and the independent auditor prior to the filing of CFO’s annual report:

CFO’s annual financial statements and related footnotes and other financial information, including the information in the “Management’s Discussion and Analysis.

The selection, application and effects of CFO’s critical accounting policies, practices and the reasonableness of significant judgements and estimates made by management.

Alternative and preferred treatment of financial information under generally accepted accounting principles.

All material arrangements, off-balance sheet transactions and relationship with any unconsolidated entities or any other persons which may have a material, current or future, effect on the financial condition of CFO.

Any material written communications between the independent auditor and management.

The independent auditor’s audit of the financial statements and its report thereon.

Any significant finding and recommendations of the independent auditor and management’s responses thereto.

Any significant changes in the independent auditor’s audit plan.

Any serious difficulties or disputes with management encountered during the course of the audit.

10.

Any related significant findings and recommendations of the independent auditor together with management’s responses thereto.

11.

Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.

•

Preparing a report to be included in CFO’s Information Circular that states the Committee has:

Analyzed and discussed the audited financial statements with management;

Discussed with the independent auditor the auditor’s independence;

Considered the audit and non-audit services provided by the independent auditor, and the fees paid for such services; and

•

The Committee shall review in advance all announcements of interim and annual financial results, as well as any periodic guidance to be publicly released by CFO and discuss such announcements with management and the independent auditors.

•

Reviewing and discussing with management and the independent auditor prior to the filing of CFO’s Quarterly Report:

CFO’s interim financial statements and related footnotes and other financial information, including the information in the “Management’s Discussion and Analysis?

The selection, application and effects of CFO’s critical accounting policies, practices and the reasonableness of significant judgments and estimates made by management.

Alternative and preferred treatment of financial information under generally accepted accounting principles.

All material arrangements, off-balance sheet transactions and relationship with any unconsolidated entities or any other persons which may have a material current or future effect on the financial condition of CFO.

•

Reviewing and either approving or disapproving al related party transactions.

•

Submitting the minutes of all meetings of the Committee to, or discussing the matters discussed at each committee meeting with, the Board

•

Reviewing and assessing the adequacy of this charter annually and recommend any proposed changes to the Board for its approval.

•

The Chairman of the Committee, or another Committee member designated by the Chairman, is authorized to act on behalf of the Committee with respect to required Committee responsibilities which arise between regularly scheduled Committee meetings, with the independent auditors and management, as well as the pre-approval of non-audit services provided by the independent auditors, as necessary, as contemplated by the Committee’s policies. Any such pre-filing discussions and pre-approvals shall be reported to the Committee at a subsequent meeting.

Approved by the Pacific Booker Minerals Inc. Board of Directors Date:

PACIFIC BOOKER MINERALS INC.
Corporate Disclosure Control System

Purpose: to ensure that information required to be disclosed by the Company in reports that it files or submits under the United States Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms.

Overview

The Company’s Vancouver office operates as the accounting head office for all of the Company’s operations. The Company’s Chief Financial Officer (“CFO”), who is based in Vancouver, receives accounting data from the Company’s various operations, and supervises the preparation of the financial statements.

The Chief Executive Officer (“CEO”) of the Company, based in the Vancouver office, has primary operational responsibility for the Company’s operations.

The President of the Company, based in the Vancouver office, is the Chairman of the Board of Directors for the Company. The CEO and CFO, and any other senior officers of the Company report to the President.

Disclosure Controls

All news releases, quarterly and annual reports, information circulars and other such communications to shareholders or securities regulatory authorities must be approved in advance by the Disclosure Committee.

The membership of the Disclosure Committee may change from time to time as circumstances warrant. At present, the members of the Disclosure Committee are Perry Munton (CFO), J. Paul Stevenson (CEO), Christopher J. Sampson (President), John Plourde (Director) and Ed Kimura (non Director).

Disclosure Procedures - Financial

The CEO of the Company will ensure that all financial information relating to the Company’s operations required to be taken into account in the preparation of the Company’s financial statements is provided to the Company’s CFO as and when required by him in order to permit timely preparation and filing of all required financial statements.

Applicable Canadian securities regulations require that unaudited interim financial statements be filed within 60 days after the end of each fiscal quarter, and that audited annual financial statements be filed within 120 days after the end of the fiscal year, together, in each

case, with management’s discussion and analysis (MD&A). Material documents filed with Canadian securities regulators are required to be filed with the Securities & Exchange Commission on Form 6-K promptly after their filing in Canada.

The Company’s CFO will provide the President with the draft management-prepared financial statements for the Company for each fiscal quarter and the fiscal year as soon as practicable after the relevant period-end.

The Company’s CFO will provide the Company’s external accountants with the draft interim and annual financial statements and MD&A in good time to allow the accountants to conduct a meaningful review of them and provide comments thereon to the Company.

All financial statements must be reviewed by the audit committee of the Board of Directors, in consultation with the Company’s external accountants, and approved by the audit committee before they are submitted to the Board of Directors for approval.

All financial statements must be approved by the Board of Directors before they are released to the public or filed with the regulatory authorities.

The Company’s CFO will advise the President immediately upon becoming aware, on the basis of the financial information provided to or compiled by him, that the Company’s financial position has undergone a significant change since the date of its most recent financial statements, and will review and discuss the underlying information and his conclusions with the CEO, who will decide on the appropriate next step in consultation with the Company’s audit committee of the Board of Directors.

The President will seek advice from the Company’s external counsel and chartered accountants on disclosure issues when he regards it as necessary or prudent to do so.

Disclosure Procedures – Non-Financial

The CEO and the CFO of the Company will ensure that all new non-financial information relating to the Company’s operations that is material to those operations or could be material to the Company is provided to the President immediately, in order to permit him to make a decision, in consultation with the Disclosure Committee as appropriate, as to whether public disclosure of the information is required.

Disclosure Procedures – Form 20-F

10.

An annual report on Form 20-F is required to be filed with the Securities & Exchange Commission within six months after the Company’s fiscal year end.

11.

The initial draft of the Form 20-F is prepared by prepared by U.S. securities compliance advisors to the Company, AB Korelin & Associates of Vancouver, Washington State, incorporating the information contained in the Company’s management information circular,

audited annual financial statements and MD&A, together with selected financial data information and U.S. GAAP reconciliations provided by the Company’s external accountants.

12.

The draft Form 20-F is sent to the Disclosure Committee for review and completion. Before it is finalized, the financial information contained in it is confirmed, in part, by the Company’s CFO and in part, by the Company’s external accountants.

13.

Before signing the Form 20-F, the Company’s CEO and the Company’s CFO will conduct the required evaluation of the Company’s disclosure controls and procedures, and will satisfy themselves that the document meets the applicable disclosure requirements.

PACIFIC BOOKER MINERALS INC.
AND:
NORANDA INC.

MORRISON PROPERTY PURCHASE AGREEMENT

APRIL 19, 2004

513540-000001-539930v8

TABLE OF CONTENTS

1.0

DEFINITIONS

2.0

REPRESENTATIONS AND WARRANTIES OF NORANDA

3.0

REPRESENTATIONS AND WARRANTIES OF BOOKER

4.0

ACQUISITION OF PROPERTY TERMS

5.0

SUBJECT CONDITIONS

6.0

TRANSFER OF PROPERTY AND ESCROW PROVISIONS

7.0

OBLIGATIONS OF BOOKER

8.0

TERMINATION OF AGREEMENT

9.0

ROYALTY

10.0

POWER TO CHARGE PROPERTY

11.0

TRANSFERS

12.0

CONFIDENTIAL INFORMATION

13.0

DEFAULT AND TERMINATION

14.0

NOTICES

15.0

REGULATORY APPROVAL

16.0

GENERAL

1.0

DEFINITIONS

2.0

ACQUISITION OF PROPERTY TERMS

3.0

OBLIGATIONS OF BOOKER

4.0

NOTICES

5.0

GENERAL

PURCHASE AGREEMENT

THIS AGREEMENT is dated effective April 19, 2004

BETWEEN:

PACIFIC BOOKER MINERALS INC., a company duly incorporated under the laws of the Province of British Columbia having an office address at 1702 — 1166 Alberni Street, Vancouver, British Columbia V6E 3Z2

("Booker") AND:

NORANDA INC., a company duly incorporated under the laws of the Province of Ontario having its head office address at Suite 200, 181 Bay Street, BCE Place, Toronto, Ontario M5J 2T3

("Noranda")

WHEREAS:

The parties have entered into an Option and Joint Venture Agreement dated October 22, 1997 (the "October Agreement" ) respecting the Morrison Property and the Hearne Property as referred to in the October Agreement;

The parties wish to terminate the October Agreement and enter into this Agreement;

Noranda is prepared to sell to Booker and Booker wishes to purchase from Noranda all of Noranda's interest in the Morrison Property including the Royalty as referred to in the October Agreement;

Noranda is the beneficial owner of the Erin #1 mineral claim (the "Morrison Property") located under the Mineral Tenure Act (British Columbia) located in the Omineca Mining Division, as more particularly described in Schedule "A" hereto; and

Noranda has agreed to sell to Booker and Booker has agreed to purchase from Noranda all the interest of Miranda in and to the Property, by making payments to Noranda and completing share issuances to Noranda, all as herein provided.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $10 now paid by Booker to Noranda and for other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged by Noranda, the parties agree as follows:

1.0

DEFINITIONS

1.1

In this Agreement, except as otherwise expressly provided or as the context otherwise requires:

"Agreement" means this Agreement, including the Schedules hereto, as amended or supplemented from time to time.

"Commencement of Commercial Production" means the commercial exploitation of Mineral Products from the Property or any part as a mine, but does not include milling for the purpose of testing or milling by a pilot plant. Commercial Production shall be deemed to have commenced on the earliest of:

(a)

(b)

"Exchange" means TSX Venture Exchange.

"Property" means the mineral claim described in Schedule "A" (the Morrison Property), and all mining leases and other mining interests derived from any such claims, and a reference herein to a mineral claim comprised in the Property includes any mineral leases or other interests into which such mineral claim may have been converted.

"Royalty" means the royalty referred to in the October Agreement which for greater certainty any such Royalty that could have arisen under the October Agreement ceases to exist upon the conditions of Section 5.1 being satisfied and the receipt by Noranda of the payment under Section 4.2(a)(i) and issuance and delivery of the shares and warrants under Sections 4.2(b) and 4.2(c), respectively.

1.2

The headings are for convenience only and are not intended as a guide to interpretation of this Agreement or any portion thereof.

1.3

The word "including", when following any general statement or term, is not to be construed as limiting the general statement or term to the specific items or matters set forth or to similar items or matters, but rather as permitting the general statement or term to refer to all other items or matters that could reasonably fall within its broadest possible scope.

1.4

All accounting terms not otherwise defined herein have the meanings assigned to them, and all calculations to be made hereunder are to be made, in accordance with Canadian generally accepted accounting principles applied on a consistent basis.

1.5

In this Agreement, except as otherwise specified, all references to currency mean Canadian currency.

1.6

A reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations.

1.7

A reference to an entity includes any successor to that entity.

1.8

Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

1.9

A reference to "approval", "authorization" or "consent" means written approval, authorization or consent.

2.0

REPRESENTATIONS AND WARRANTIES OF NORANDA

2.1

Noranda represents and warrants to Booker that:

(a)

it has been duly incorporated under the Ontario Business Corporations Act and validly exists as a company in good standing under the laws of Ontario and is, under the laws of British Columbia legally entitled to hold the Property and all mineral claims comprised therein, and will remain so entitled until all interests of Noranda in the Property including the Royalty have been duly transferred to Booker as contemplated hereby;

(b)

it is, and at the time of each transfer to Booker of the mineral claim comprising the Property it will be, the beneficial owner of the mineral claim comprising the Property free and clear of all liens, charges and claims of others and no taxes or rentals are due in respect of any thereof save and except for the October Agreement or any liens, charges and claims that may have arisen from Booker's activities on the Property;

(c)

to the best of Noranda's knowledge, there is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, nor to the knowledge of Noranda is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person other than Noranda, pursuant to the provisions hereof, has any royalty or other interest whatsoever in production from any of the mineral claims comprising the Property;

(d)

to the best of Noranda's knowledge, there is no outstanding directive or order or similar notice issued by any regulatory agency, including agencies responsible for environmental matters, affecting the Property or Noranda nor is there any reason to believe that such an order, directive or similar notice is pending;

(a)

it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, the Articles or the constating documents of Noranda or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which Noranda is a party or by which it is bound or to which it may be subject;

(f)

no proceedings are pending for, and Noranda is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding-up of Noranda or the placing of Noranda in bankruptcy or subject to any other laws governing the affairs of insolvent persons; and

(g)

the Property is not the whole or substantially the whole of the undertaking of Noranda.

2.2

The representations and warranties contained in Section 2.1 are provided for the exclusive benefit of Booker, and a breach of any one or more thereof may be waived by Booker in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.1 will survive the execution hereof.

3.0

REPRESENTATIONS AND WARRANTIES OF BOOKER

3.1

Booker represents and warrants to Noranda that:

(a)

it has been duly incorporated and validly exists as a corporation in good standing under the laws of British Columbia and is lawfully qualified to do business and to hold mineral claims and real property in the Province of British Columbia;

(b)

it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, the Articles or the constating documents of Booker or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which Booker is a party or by which it is bound or to which it may be subject;

(a)

it is in good standing in accordance with all applicable securities and regulatory authorities to which it is subject;

(b)

Booker is a "reporting issuer" under the securities laws of British Columbia and Alberta;

(e)

the common voting shares ("shares") of Booker are listed and posted for trading on the Exchange;

(f)

on their issuance, the shares to be issued pursuant to the warrants will be validly reserved for issuance, and upon exercise of the warrants in accordance with the terms thereof; the shares shall be issued as fully paid and non-assessable common shares of Booker;

(g)

on their issuance, the shares to be issued pursuant to the warrants will have been conditionally approved for listing on the Exchange, subject to Booker fulfilling all of the requirements of the Exchange in connection therewith;

(h)

Booker will cause the issuance of the shares pursuant to the warrants, fulfill all legal requirements (including, without limitation, compliance with all applicable securities laws) to be fulfilled by Booker to enable the shares to be offered for sale and sold in the Province of British Columbia pursuant to prospectus and registration exemptions under applicable securities legislation;

(i)

none of the execution and delivery of the warrants, nor the fulfillment of the terms hereof, nor the issue of the warrants by Booker, conflicts with or will conflict with or results or will result in a breach of any of the terms, conditions or provisions of the constating documents of Booker, resolutions of Booker's shareholders and directors, or any material licence or permit issued to Booker, or any material agreement or instrument to which Booker is a party; and

(j)

this Agreement will, on the Closing Date, be a legal, valid and binding obligation of Booker, enforceable against Booker in accordance with its terms except that:

(i)

the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally;

(i)

equitable remedies including, without limitation, specific performance and injunction may be granted only in the discretion of a court; and

(ii)

rights of indemnity, contribution and waiver of contribution may be limited under applicable law.

3.2

The representations and warranties contained in Section 3.1 are provided for the exclusive benefit of Noranda and a breach of any one or more thereof may be waived by Noranda in whole or in part at any time without prejudice to it rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 3.1 will survive the execution hereof.

4.0

ACOUISITION OF PROPERTY TERMS

4.1

Noranda hereby grants and transfers to Booker all of its interest in the Property free and clear of all charges, encumbrances and claims, subject to and on the condition that Booker shall make the payments, warrant issue and share issuances set out in section 4.2 and 4.3.

4.2

Booker shall:

(a)

make payments to Noranda in the following amounts and by the times described:

(i)

$1,000,000 on or before the expiry of 60 days from the execution of this Agreement;

(ii)

$1,000,000 on or before the expiry of 18 months from the execution of this Agreement; and

(iii)

$1,500,000 on or before the expiry of 36 months from the execution of this Agreement;

(b)

on or before the expiry of 60 days from the execution of this Agreement issue 250,000 shares in the capital of Booker to Noranda at a deemed price to be determined by the issuance by Booker of a private placement proposed by Booker in accordance with Exchange policies; and

(c)

on or before the expiry of 60 days from the execution of this Agreement issue 250,000 warrants to Noranda for the purchase of 250,000 common voting shares of Booker at a price of $4.05 per share exercisable for a two year period from the date of issuance.

4.3

(a)

Booker shall issue 250,000 common voting shares of Booker to Noranda on or before Commencement of Commercial Production.

(b)

In the event that the average trading price over the 10 day period preceding such occurrence under Section 4.3(a) is less than $4.00 per share, Booker agrees to pay the difference between $1,000,000 and the average trading price which is less than $4.00 per share multiplied by 250,000 shares on such occurrence in cash to Noranda.

4.4 (a)

Noranda understands that the shares to be issued pursuant to Sections 4.2 and 4.3 may be subject to a "hold period" or other resale restrictions under applicable securities legislation and the policies of the Exchange and may not be resold until the expiry of such hold period except in accordance with limited exemptions under applicable securities legislation and regulatory policies and that Booker may cause a legend to such effect to be placed on the certificates representing the shares.

(b)

No representation has been made to it regarding the present or future value of the shares.

(c)

Noranda is aware that it is not acquiring the shares and warrants hereunder pursuant to a prospectus and as a result:

(i)

it is restricted from using most of the civil remedies available under applicable securities legislation;

(i)

it will not receive information that would otherwise be required to be provided to it under applicable securities legislation;

(ii)

Booker is relieved of certain obligations that would otherwise apply under applicable securities legislation; and

(iii)

no securities commission or similar regulatory authority has reviewed or passed on the merits of the shares or warrants.

(d)

Noranda understands that the delivery of the shares and warrants is conditional upon such delivery being exempt from the requirements as to the filing of a prospectus or upon the issuance of such orders, consents or approvals as may be required to permit such delivery without the requirement of filing a prospectus.

(e)

If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, Noranda will execute, deliver, file and otherwise assist Booker in filing, such reports, undertakings and other documents with respect to the issue or continued ownership of the shares and warrants as may be required.

(f)

Noranda will comply with all applicable securities legislation, regulations, rules, orders, policies or other laws concerning the purchasing, holding and resale or

other disposition of the shares and warrants, including the execution and filing of any required reports. In particular, Noranda will not resell or otherwise transfer or dispose of any of the shares and warrants except in accordance with the provisions of all applicable securities laws.

4.5

Subject to section 11.3, in the event of a change in capitalization affecting the shares, such as a subdivision, consolidation or reclassification of the shares or other relevant changes in shares, including any adjustment arising from a merger, acquisition or plan of arrangement, such proportionate adjustments, if any, appropriate to reflect such change shall be made by Booker with respect to the number of shares to be issued to Noranda.

4.6

Any of the payments and share issuances may be accelerated at Booker's election and Noranda's security interest as set out in Section 6.2 shall be redeemed and cancelled once such consideration is made in full.

5.0

SUBJECT CONDITIONS

5.1

This Agreement is subject to Booker's arranging of a private placement to make the payment to Noranda of $1,000,000 referenced in Section 4.2(a)(i) and receipt of the Exchange's approval referred to in Section 15.0.

5.2

When the payment under Section 4.2(a)(i) is made and the shares and warrants under Sections 4.2(b) and 4.2(c), respectively, are issued, a 100% interest in the Property shall vest in Booker free and clear of all charges, encumbrances and claims of Noranda subject only to the obligations of Booker to make the additional payments under Section 4.2(a) and issue shares in the event of the occurrence set out in Section 4.3, which obligations are firm and not optional and which shall remain secured in favour of Noranda by the escrow provisions under Section 6.2.

5.3

Booker is purchasing the Property from Noranda on the basis that Noranda makes no representations or warranties as to the Property or its condition other than as set out herein and Booker shall assume full and sole responsibility for the Property, including without limitation any environmental or reclamation matters related thereto.

6.0

TRANSFER OF PROPERTY AND ESCROW PROVISIONS

6.1

Concurrently with the delivery of the payment under Section 4.2(a)(i) and the delivery of the shares and warrants under Sections 4.2(b) and 4.2(c) ("Closing Date") Noranda will deliver to Booker a duly executed quit claim of the Property in favour of Booker.

6.2

To secure Noranda's receipt of full payment for the Property, Booker agrees to execute a re-transfer of a 100% interest in the Property in favour of Noranda, such transfer to be held in escrow by a mutually acceptable third party. In the event Booker fails to complete the payments or delivery of shares and warrants set out in Section 4.2 or fails to issue and deliver the shares as set out in Section 4.3 herein, such transfer shall be delivered to Noranda and in addition to any other rights or remedies available to Noranda, Noranda shall be entitled to register such transfer if it so elects and in the event that Booker completes the payments and share issuances, such transfer will be returned to Booker. The parties agree to execute an escrow agreement in terms to be agreed upon between them as negotiated in good faith.

6.3

A memorandum of this Agreement attached hereto as Schedule "B" shall, upon the written request of any party, be recorded in the office of any governmental agency so requested, in order to give notice to third parties of the respective interests of the parties in the Property and this Agreement, particularly notice of Noranda's right to payment and share issuances. Each party hereby covenants and agrees with the requesting party to execute such documents as may be necessary to perfect such recording.

7.0

OBLIGATIONS OF BOOKER

7.1

Prior to the satisfaction by Booker of all of its obligations under Section 4.2 and Section 4.3 Booker shall:

(a)

maintain in good standing the mineral claim comprised in the Property that is in good standing on the date hereof by the doing and filing of assessment work or the making of payments in lieu thereof, by the payment of taxes and rentals and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claim free and clear of all liens and other charges arising from Booker's activities thereon except those at the time contested in good faith by Booker;

(b)

permit the directors, officers, employees and designated consultants of Noranda, at their own risk and cost, access to the Property and to all technical records and other factual and engineering data relating to the Property which is in the

possession of Booker at all reasonable times subject always to Section 13.0, if Noranda agrees to indemnify Booker against and to save Booker harmless from all costs, claims, liabilities and expenses that Booker may incur or suffer as a result of any injury (including injury causing death) to any director, officer, employee or designated consultant of Noranda while on the Property;

(a)

do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority; and

(b)

indemnify and save Noranda harmless in respect of any and all costs, claims, liabilities and expenses arising out of Booker's activities on the Property and, without limiting the generality of the foregoing will, during the currency of this Agreement, carry not less than $5,000,000 in third party liability insurance in respect of its operations on the Property for the benefit of Booker and Noranda as their interests appear; provided that Booker will incur no obligation thereunder in respect of claims arising or damages suffered in the event that ^' Noranda has elected to acquire title to the Property because of the failure of Booker to complete the payments under Section 4.2 or share issuances under Section 4.3, if upon such acquisition by Noranda workings on or improvements to the Property made by Booker are left in a safe condition.

8.0

TERMINATION OF AGREEMENT

8.1

If the Agreement is terminated otherwise than upon the exercise thereof pursuant to Section 5.2, at Noranda's election, Booker will deliver to Noranda a bill of sale in connection with the re-transfer referenced in Section 6.2 whereby the right, title and interest in the Property has been transferred to Noranda or its nominee or nominees, free and clear of all claims, liens or charges of Booker or arising from Booker's activities on the Property including without limitation, no obligation to refund or reimburse Booker for any payments received under Section 4.2(a) or shares or warrants issued under Sections 4.2(b) and 4.2(c).

9.0

ROYALTY

9.1

For greater certainty, the Royalty, and any rights associated with the creation thereof shall cease to exist upon the conditions of Sections 5.1 and 15.0 being satisfied and Noranda's receipt of payment under Section 4.2(a)(i) and receipt of shares and warrants under Sections 4.2(b) and 4.2(c).

10.0

POWER TO CHARGE PROPERTY

10.1

At any time after the conditions in Section 5.1 have been satisfied and Noranda's receipt of payment under Section 4.2(a)(i) and receipt of shares and warrants under Sections 4.2(b) and 4.2(c), Booker may grant mortgages, charges or liens (each a "mortgage") of and upon the Property or any portion thereof, any mill or other fixed assets located thereon, and any or all of the tangible personal property located on or used in connection with the Property to secure financing of development of the Property, provided that, unless otherwise agreed to by Noranda it will be a term of each mortgage that the mortgagee or any person acquiring title to the Property upon enforcement of the mortgage will hold the same subject and subordinate to the rights of Noranda hereunder as if the mortgagee or any such person had executed this Agreement as party of the first part with the obligations under Sections 4.2 and 4.3 having priority over any such mortgage.

11.0

TRANSFERS

11.1

Booker may at any time, sell, transfer or otherwise dispose of all or any portion of its interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest will have first delivered to Noranda its agreement related to this Agreement and to the Property, containing:

(a)

a covenant by such transferee to perform all the obligations of Booker to be performed under this Agreement in respect of the interest to be acquired by it from Booker to the same extent as if this Agreement had been originally executed by Booker and such transferee as joint and several obligors making joint and several covenants; and

(b)

a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this Section 11.1.

11.2

No assignment by Booker of any interest less than its entire interest in this Agreement and in the Property will, as between Booker and Noranda, discharge it from any of its obligations hereunder.

11.3

In the event that Booker sells or transfers or agrees to sell or transfer a 50% or more interest in the Property, or has a change in control of more than 50% in its shareholding, the payments due to Noranda set out in Section 4.2 and share issuance in Section 4.3 shall become immediately due and payable on closing of the transaction or change in control.

12.0

CONFIDENTIAL INFORMATION

12.1

No information furnished by Booker to Noranda hereunder in respect of the activities carried out on the Property by Booker, or related to the sale of product derived from the Property, will be disclosed or published by Noranda without the written consent of Booker, but such consent in respect of the reporting of factual data will not be unreasonably withheld, and will not be withheld in respect of information required to be publicly disclosed pursuant to applicable securities or corporation laws. This provision shall apply for the term of this Agreement and for a period of three years thereafter. This provision shall not apply to information which becomes part of the public domain provided that it does not become part of the public domain by the actions of a party hereto in contravention of its obligation to keep such information confidential.

12.2

Nothing in this Section shall prevent a party from disclosing information to a third party for purposes of corporate reorganization, financing, review of materials, data and results by a consultant and like matters provided that such third party agrees to be bound by these provisions of confidentiality.

12.3

In the event a party is required pursuant to applicable securities or corporate laws to publicly disclose information by way of a news release or similar disclosure, it shall provide one business day's notice to the other party who shall have the right, acting reasonably, to make changes to the proposed dissemination of information. The party disclosing information must act reasonably and take into account such comments prior to the issuance of such information.

13.0

DEFAULT AND TERMINATION

13.1

Notwithstanding Sections 4.2 and 4.3, if at any time Booker fails to perform any obligation required to be performed hereunder or is in breach of a warranty given herein, which failure or breach materially interferes with the implementation of this Agreement, Noranda may terminate this Agreement but only if

(a)

it first gives to Booker a notice of default containing particulars of the obligation which Booker has not performed, or the warranty breached; and

(b)

Booker does not, within 30 days after delivery of such notice of default, cure such default or begin proceedings to cure such default by appropriate payment or performance (Booker hereby agreeing that should it so begin to cure any default it will prosecute the same to completion without undue delay).

13.2

If Booker fails to comply with the provisions of Section 13.1(b), including with respect to making payments under Section 4.2, Noranda may thereafter terminate this Agreement, and the provisions of Section 8.0 will then be applicable.

13.3

If Booker fails to comply with the provisions of Section 13.1(b) respecting the issuance of shares under Section 4.3, Noranda's right will be limited to specific performance of the covenant to issue shares or the payment of an amount that is the greater of $1,000,000 or the value of Booker shares as listed on the Exchange at the Commencement of Commercial Production.

14.0

NOTICES

14.1

Each notice, demand or other communication required or permitted to be given under this Agreement will be in writing and will be sent by prepaid registered mail deposited in a post office in Canada addressed to the party entitled to receive the same, or delivered to such party, at the address for such party specified or by facsimile, in each case addressed as applicable as follows:

(a)

If to Booker at:

1702 -1166 Alberni Street

Vancouver, British Columbia

V6E 3Z2

Attention:

President

Facsimile:

(604) 687-5995

with a copy to

Fraser Milner Casgrain LLP

1500 – 1040 West Georgia Street

Vancouver, British Columbia

V6E 4H8

Attention:

Brian E. Abraham

Facsimile:

(604) 683-5214

(b)

If to Noranda at:

Suite 200, 181 Bay Street, BCE Place

Toronto, Ontario

M5J 2T3

Attention:

Corporate Secretary

Facsimile:

(416) 982-7490

with a copy to

Attention:

Senior Vice President, Business Development

Facsimile:

(416) 982-6902

or to such other address as is specified by the particular party by notice to the others.

14.2

The date of receipt of such notice, demand or other communication will be the date of delivery thereof if delivered or the date of sending it by facsimile, or, if given by registered mail as aforesaid, will be deemed conclusively to be the third day after the same will have been so mailed except in the case of interruption of postal services for any reason whatever, in which case the date of receipt will be the date on which the notice, demand or other communication is actually received by the addressee.

14.3

Either party may at any time and from time to time notify the other party in writing of a change of address and the new address to which notice will be given to it thereafter until further change.

15.0

REGULATORY APPROVAL

15.1

This Agreement is subject to regulatory approval by the Exchange, such approval to be obtained on or before 45 days from the date of this Agreement. In the event such approval is not obtained by that date the parties may mutually agree to extend the time for approval for an additional 60 days. If approval is not obtained, this Agreement will be of no further effect.

16.0

GENERAL

16.1

This Agreement will supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of the subject matter of this Agreement.

16.2

No consent or waiver expressed or implied by either party in respect of any breach or default by the other in the performance of such other of its obligations hereunder will be deemed or construed to be a consent to or a waiver of any other breach or default.

16.3

The parties will promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent of this Agreement or to record wherever appropriate the respective interests from time to time of the parties in the Property.

16.4

This Agreement and any other writing delivered pursuant hereto may be executed in any number of counterparts with the same effect as if all parties to this Agreement or such other writing had signed the same document and all counterparts will be construed together and will constitute one and the same instrument.

16.5

This Agreement will be governed and construed according to the laws of the Province of British Columbia and the laws of Canada applicable therein and the parties hereby attorn to the jurisdiction of the Courts of British Columbia in respect of all matters arising hereunder.

16.6

This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

IN WITNESS WHEREOF this Agreement has been executed on behalf of the parties by their duly authorized officers in that behalf.

[FINALNORANDAAGREEMENT001.JPG]

SCHEDULE "A"

This is Schedule "A" to that Agreement dated April 19, 2004 between Pacific Booker Minerals Inc. and Noranda Inc.

CLAIM NAME

TENURE NUMBER (UNITS)

EXPIRY DATE

ERIN 1

383070 (20)

November 21, 2007

SCHEDULE "B"
Memorandum of Agreement

PACIFIC BOOKER MINERALS INC.
AND ^. NORANDA INC.

MORRISON PROPERTY
MEMORANDUM OF AGREEMENT

APRIL 19, 2004

TABLE OF CONTENTS

1.0

DEFINITIONS

B-4

2.0

ACQUISITION OF PROPERTY TERMS

B-4

3.0

OBLIGATIONS OF BOOKER

B-4

4.0

NOTICES

B-5

5.0

GENERAL

B-6

MEMORANDUM OF AGREEMENT

THIS AGREEMENT is dated effective April 19, 2004

BETWEEN:

PACIFIC BOOKER MINERALS INC., a company duly incorporated under the laws of the Province of British Columbia having an office address at 1702 — 1166 Alberni Street, Vancouver, British Columbia V6E 3Z2

("Booker") AND:

NORANDA INC. , a company duly incorporated under the laws of the Province of Ontario having its head office address at Suite 200, 181 Bay Street, BCE Place, Toronto, Ontario M5J 2T3

("Noranda")

WHEREAS:

Noranda is the beneficial owner of the Erin 1 mineral claim (the "Morrison Property") located under the Mineral Tenure Act (British Columbia) located in the Omineca Mining Division, as more particularly described in Schedule "A" hereto; and

Noranda is prepared to sell to Booker and Booker wishes to purchase from Noranda all of Noranda's interest in the Erin 1 mineral claim by making payments and issuing shares to Noranda.

1.0

DEFINITIONS _,

1.1

In this Agreement, except as otherwise expressly provided or as the context otherwise requires:

"Agreement" means this Agreement, including the Schedules hereto, as amended or supplemented from time to time.

"Property" means the Erin 1 mineral claim.

2.0

ACQUISITION OF PROPERTY TERMS

2.1

2.2

Booker shall:

(a)

make payments to Noranda of $3,500,000;

(a)

issue 250,000 shares in the capital of Booker to Noranda;

(c)

issue 250,000 warrants to Noranda for the purchase of 250,000 common voting shares of Booker; and

(d)

issue 250,000 common voting shares of Booker to Noranda on or before commencement of commercial production.

3.0

OBLIGATIONS OF BOOKER

3.1

Booker shall:

(a)

maintain in good standing the mineral claim by the doing and filing of assessment work or the making of payments in lieu thereof, by the payment of taxes and rentals and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claim free and clear of all liens and other charges arising from Booker's activities thereon except those at the time contested in good faith by Booker;

(a)

B-4

(c)

do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority.

4.0

NOTICES

4.1

(a)

If to Booker at:

1702 -1166 Alberni Street

Vancouver, British Columbia

V6E 3Z2

Attention:

President

Facsimile:

(604) 687-5995

with a copy to

Fraser Milner Casgrain LLP

1500 – 1040 West Georgia Street

Vancouver, British Columbia

V6E 4H8

Attention:

Brian E. Abraham

Facsimile:

(604) 683-5214

(a)

If to Noranda at:

Suite 200, 181 Bay Street, BCE Place

Toronto, Ontario M5J 2T3

Attention:

Corporate Secretary

Facsimile:

(416) 982-7490

with a copy to

Attention:

Senior Vice President, Business Development

Facsimile:

(416) 982-6902

or to such other address as is specified by the particular party by notice to the others.

4.2

The date of receipt of such notice, demand or other communication will be the date of delivery thereof if delivered or the date of sending it by facsimile, or, if given by registered _, mail as aforesaid, will be deemed conclusively to be the third day after the same will have been so mailed except in the case of interruption of postal services for any reason whatever, in which case the date of receipt will be the date on which the notice, demand or other communication is actually received by the addressee.

4.3

Either party may at any time and from time to time notify the other party in writing of a change of address and the new address to which notice will be given to it thereafter until further change.

5.0

GENERAL

5.1

5.2

This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

IN WITNESS WHEREOF this Agreement has been executed on behalf of the parties by their duly authorized officers in that behalf.

Per: _____________________

Authorized Signatory

Per: _____________________

Authorized Signatory

NORANDA INC.

Per: _____________________

Authorized Signatory

Per: _____________________

Authorized Signatory

SCHEDULE "A"

This is Schedule "A" to that Agreement dated April 19, 2004 between Pacific Booker Minerals Inc. and Noranda Inc.

CLAIM NAME TENURE NUMBER (UNITS) EXPIRY DATE

ERIN 1

383070 (20)

November 21, 2007

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[FORMOFPROXY002.JPG]

THIS AGREEMENT made as of the 23 ^rd day of November, A.D. 1998.

BETWEEN:

JOHN PAUL ANTHONY STEVENSON, of 10 ^th Floor - 609 West Hastings Street, in the City of Vancouver, in the Province of British Columbia, V6B 4W4;

(hereinafter called the "Optionor")

OF THE FIRST PART AND:

ROOKER GOLD EXPLORATIONS LTD., a company duly incorporated under the laws of the Province of British Columbia, and having its registered office at 430 - 580 Hornby Street, in the City of Vancouver, in the Province of British Columbia, V6C 3B6;

(hereinafter called the "Optionee")

OF THE SECOND PART

WHEREAS the Optionor is the beneficial owner of a 100% undivided interest in Solicitud De Exploration No. 520 0492 98 situated in the Province of San Juan, Argentina (hereinafter called the "Property") as described in Schedule "A" attached hereto.

AND WHEREAS the Optionee wishes to acquire all of the Optionor's interest in the said Property.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR

1.01

The Optionor represents and warrants to the Optionee that:

(a)

to the best of his knowledge, information and belief, the Solicitud de Exploration comprising in the Property has been duly and validly created pursuant to the laws of Argentina and is in good standing;

(b)

(a)

(c)

the Optionor is the beneficial and registered owner of the Property;

(d)

the Optionor has a right to enter into this Agreement and transfer an interest in the Property.

1.02

1.03

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE

2.01

The Optionee represents and warrants to the Optionor that:

(a)

it has been duly incorporated and validly exists as a corporation in good standing under the laws of the Province of British Columbia;

(b)

(c)

2.02

PURCHASE PRICE

3.01

The Optionor hereby grants to the Optionee the sole and exclusive right and option to acquire a 100% undivided interest in and to the Property subject to the terms of this Agreement in consideration for the payment of Ten Thousand ($10,000.00) Canadian Dollars within five (5) days after the approval of this Agreement by the Vancouver Stock Exchange.

TRANSFER OF PROPERTY

4.01

Upon the payment of monies pursuant to sub-paragraph 3.01, the Optionor shall execute all such effectual and valid transfers of the Property and such other documents as the Optionee or its Counsel may deem necessary to transfer to the Optionee a 100% undivided interest in and to the Property free and clear of all encumbrances or, in the altetnative, produce acceptable documentation that the Property shall be held in trust by the Optionor for the Optionee.

4.02

The Optionee shall have the exclusive right at all times during the currency of this Agreement to enter in and upon the Property and to the extent that it is in its sole discretion may consider advisable to explore, examine, prospect, investigate, map, survey, mine, develop and to carry out commercial production on the Property or any part or parts thereof, and to extract, remove and treat rock, earth and, ore and minerals therefrom and to dump and store materials and waste materials thereon or therein. In doing such exploration, development, mining and production work, the Optionee may treat the Property as a group or in conjunction with adjoining claims which the Optionee may own and may explore and develop the Property by means of drilling, shaft sinking, cross cutting, drifting and raising, or by any other exploration or development or mining method as recommended by its engineers, geologists and consultants. The Optionee shall have custody, possession and control of all drill cores during the term of this Agreement and upon the termination of this Agreement shall deliver up to the Optionee all such drill cores, together with all assays, geological information, models, maps and reports made prepared or taken in connection with the work conducted, or to be conducted, on the Property pursuant to the terms of this Agreement. The Optionee shall have the right to do such prospecting, exploration, development or other mining work thereon and thereunder as the Optionee in its sole discretion may determine advisable; to bring upon and erect upon the Property building, plant machinery and equipment as the Optionee may deem advisable; to remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests; and to mine, remove and sell for tis own benefit subject to the net smelter return royalty granted herein, any and all ores, minerals, metals or ore products obtained from the Property.

FORCE MAJEURE

5.01

5.02

COVENANTS OF THE OPTIONEE

6.01

The Optionee hereby covenants and agrees with the Optionor as follows:

(a)

that during the currency of this Agreement it will maintain the said Property in good standing and record as assessment work against the Property all work that qualified for such recording and will pay all rentals, taxes or other governmental charges which shall fall due during the period of this Option;

(b)

that it will carry out its operations on the Property in a careful and miner like manner and in accordance with the applicable laws and regulations of San Juan and Argentina;

(c)

(d)

upon the termination of this Agreement that it will leave the Property in a safe condition in accordance with applicable statutes and regulations;

(e)

(f)

that it will indemnify and hold harmless the Optionor from and against any damage, claim or demand arising out of the Optionee's failure to comply with this paragraph;

(g)

that it will allow the Optionor or any duly authorized agent or representative of the Optionor to inspect the Property upon giving the Optionee 48 hours written notice; PROVIDED HOWEVER, that it is agreed and understood that the Optionor or any such gent or representative shall not interfere with the Optionee's activities on the Property and shall be at his own risk and that the Optionee shall not be liable for any

loss, damage or injury incurred by the Optionor or its agent or representative arising from its inspection of the Property, however caused;

(h)

that it will obtain all necessary environmental permit prior to commencing operations on the Property.

SURRENDER OF PROPERTY INTEREST PRIOR TO COMPLETION OF AGREEMENT

7.01

The Optionee may at any time elect to abandon its interest in the Property and in this
Agreement by giving notice to the Optionor of any such intention.

TERMINATION NOTICE

8.01

Until such time as the Optionee has carried out all of the terms of paragraph 3.01:

(a)

this Agreement shall be an option only and the Optionee may terminate the Agreement upon the expiration of thirty (30) days notice in writing to the Optionor;

(b)

OPTIONEE’S INDEMNITY

9.01

DEFAULT

10.01

Notwithstanding anything in this Agreement to the contrary, if either party (the "defaulting party") should be in default of any requirement herein set forth, the other party shall give written notice to the defaulting party specifying the default and the defaulting party shall not lose any right granted under this Agreement unless within 30 days after the giving of notice of default by the other party, the defaulting party shall have failed to cure any such default, in which event this Agreement shall terminate subject however to the surrender provisions set out in paragraph 7.01 herein.

ARBITRATION

11.01

The parties agree that all questions or matters in dispute as to the interpretation or

effect or any provision of this Agreement or any of the schedules attached hereto shall be finally settled by arbitration in the manner hereinafter set forth. If either the Optionee or the Optionor wish to submit a matter to arbitration, then such party shall give to the other party not less than ten (10) days' prior written notice of intention to do so, which party giving notice shall nominate one arbitrator and the other shall within fifteen (15) days after receiving such notice nominate another arbitrator. The two arbitrators so nominated shall within the next thirty (30) days unanimously agree on the appointment of a third arbitrator to act with them and to be chairman of the arbitration. If either of the Optionee or the Optionor shall fail to nominate an arbitrator within fifteen (15) days after receiving notice of the nomination of the first arbitrator, the first arbitrator shall be the only arbitrator, and if two arbitrators are nominated but shall be unable to agree unanimously on the appointment of the chairman, the chairman shall be appointed under the provisions of the Commercial Arbitration Art (British Columbia). In all other respects, the arbitration shall be conducted in accordance with such Act and the chairman or, in the case whereby only one arbitrator is nominated, the single arbitrator shall fix a time and place in Vancouver, British Columbia for the purpose of hearing evidence and representations and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act. The parties agree that the award of a majority of arbitrators or, in the case of a single arbitrator of the said arbitrator shall be binding upon each of them both as to law and fact and there shall be no appeal therefrom. Judgment or any award rendered pursuant to the arbitration proceedings may be entered into any court of competent jurisdiction or application made to such court for Judicial acceptance of the award and an order of enforcement.

NOTICE

12.01

INTERPRETATION

13.01

The terms of this Agreement shall be construed in accordance with the laws of British Columbia.

ENUREMENT

14.01

This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, successors or assigns, as the case may be.

15.01

15.02

Notwithstanding anything to the contrary in this Agreement, expressed or implied, the right, present or contingent of either party hereto to acquire an interest from the other party hereto shall cease and terminate and be at an end not later then ninety-nine years after the date of this Agreement.

15.03

15.04

15.05

Time is hereby expressly made of the essence with respect to the performance by the parties of their respective obligations under this Agreement.

15.06

15.07

All reference to monies hereunder are to United States dollars and all payments to be made to any party hereunder may be made by certified cheque or bank draft mailed or delivered to such party at its address for notice purposes as provided herein, or for the account of such party at such bank or banks in Canada as such party may designate from time to time by written notice. Said bank or banks shall be deemed to be the agent of the designating party for the purpose of receiving, collecting and receipting such payment.

15.08

15.09

15.10

This Agreement may not be changed orally but only by an agreement in writing, duly executed by the party or parties against which enforcement, waiver, change, modification or discharge is sought.

15.11

15.12

This Agreement is subject to the approval of the Vancouver Stock Exchange.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.

[JPAULANDBOOKER1998001.JPG]

PACIFIC BOOKER MINERALS INC.
INFORMATION CIRCULAR

ISSUED IN CONNECTION WITH THE SOLICITATION OF PROXIES FOR THE ANNUAL & EXTRA-ORDINARY GENERAL MEETING TO BE HELD ON THE 24TH DAY OF JUNE, 2005.

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation by the management of Pacific Booker Minerals Inc. (hereinafter called the “Company”) of proxies to be used at the time and place and for the purposes set forth in the accompanying Notice of Meeting. It is expected that this solicitation will be primarily by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The cost of solicitation by management will be borne by the Company.

REVOCABILITY OF PROXY

A person giving a proxy has the power to revoke it. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholders or by his attorney authorized in writing or if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereat duly authorized, deposited at the registered office of the Company at 430 - 580 Hornby Street, Vancouver, B.C. V6C 3B6 at any time up to and including the last business day preceding the date of the Meeting or any adjournment thereof and upon either of such deposits the proxy is revoked.

VOTING SHARES REPRESENTED BY THE PROXY

If the instructions of the shareholders given in the accompanying form of proxy are certain and the proxy is duly completed and delivered and has not been revoked the shares represented thereby will be voted on any poll except where the instruction of the shareholder is to withhold the vote. Where the shareholder has specified in the proxy a choice with respect to any matter to be acted upon, the shares will be voted on any poll in accordance with the specifications so made. WHENEVER A SHAREHOLDER HAS NOT SPECIFIED IN RESPECT OF A MATTER IDENTIFIED IN THE FORM OF PROXY A CHOICE AS TO HOW THE SHARES REPRESENTED BY THE PROXY ARE TO BE VOTED, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN FAVOUR OF ANY SUCH MATTER, OR FOR THE ELECTION OF THE DIRECTORS OR THE

APPOINTMENT OF THE AUDITORS NOMINATED BY THE MANAGEMENT OF THE COMPANY, AS THE CASE MAY BE.

The accompanying form of proxy when duly completed and delivered and not revoked confers authority upon the persons named as proxyholder therein to vote according to their discretion on any amendment or variations to any of the matters identified in the accompanying Notice of Meeting and to vote according to their discretion on any other matters which may properly come before the Meeting. At the time of printing this Information Circular, the management of the Company does not know of any amendments or variations to any of the matters identified in the accompanying Notice of Meeting or of any additional matters to be presented for action at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or senior officer, past, present or nominated, or any associate of such persons or any person on behalf of whom this solicitation is made has any interest, direct or indirect, in any matter to be acted upon at the Meeting, involved in the normal business of the Meeting, or the general affairs of the company, save and except the special resolutions in respect to stock options as described herein.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

None of the directors or senior officers of the company have had any material interest, direct or indirect in any material transaction of the Company since the commencement of the Company’s last completed financial year or in any proposed transaction which in either such case, has materially affected or will materially affect control of the Company or any of its subsidiaries, save and except certain stock options as described below.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue 100,000,000 shares without par value of which 6,281,789 shares are issued and outstanding. There is one class of shares authorized only. Each share carries the right to one vote so that the aggregate number of votes attaching to all the outstanding shares is 6,281,789.

Shareholders registered prior to the close of business on May 30, 2005 (the “record date”) will be entitled to receive notice of the meeting and to attend and vote thereat. If a shareholder transfers common shares after said date or additional shares are issued, the person who acquires the common shares may vote these common shares at the meeting if, not later than June 15, 2005, that person requests the Company to add his or her name to the list of shareholders entitled to vote at the meeting and establishes that he or she owns the common shares. If a shareholder desires to be represented at the Meeting by Proxy, the Instrument of Proxy duly complete must be mailed or deposited at Computershare Trust Company of Canada, 9 th Floor – 100 University Avenue, Toronto, Ontario M5J

2Y1 and must be received at that office not less than 48 hours, excluding Saturdays, Sundays and holidays, before the time for the holding of the Meeting.

To the best of the knowledge of the directors and officers of the Company, as of the date of this Information Circular, no person or company beneficially owns, directly or indirectly, equity shares carrying more than 10% of the voting rights attached to all equity shares of the Company.

STATEMENT OF EXECUTIVE COMPENSATION

Annual Compensation					Long Term Compensation
					Awards Payouts
					Securities
				Other	Under	Restricted		All
Name and				Annual	Options/	Shares or		Other
Principal				Compen-	SARs	Restricted	LTIP	Compen-
Position	Year	Salary	Bonus	sation	Granted	Share Units	Payouts	sation
		($)	($)	($)	(#)	($)	($)	($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
CHRIS	2005	N/A	N/A	N/A	100,000	N/A	N/A	57,800
SAMPSON	2004				24,000			51,200
President	2003				24,000			48,400
J. PAUL	2005	N/A	N/A	N/A	260,000	N/A	N/A	78,800
STEVENSON	2004				135,000			78,000
CEO	2003				135,000			78,000

Number of Executive Officers of the Company: 2

Aggregate cash consideration paid or payable to Executive Officers for management services during the past 12 months ended January 31, 2005 in nil for management fees. However, see below under heading “Remuneration of Management”.

Options: One Executive Officer has an option to purchase 135,000 shares at a price of $5.00 per share up to the close of business on July 2, 2007; and 125,000 shares at a price of $3.87 per share up to the close of business on October 13, 2009; and another Executive Officer has an option to purchase 24,000 shares at $5.00 per share up to the close of business on

July 2, 2007; and 76,000 shares at $3.87 per share up to the close of business on October 13, 2009.

The guidelines for determining the number of shares of the Company reserved for options are set out in the Policies of the B.C. Securities Commission and the policies of the TSX Venture Exchange.

ELECTION OF DIRECTORS

The directors of the Company are annually elected and hold office until the next Annual General Meeting of the Company or until their successors are appointed, unless a director ceases to hold office pursuant to the Business Corporations Act, SBC 2002, or his or her office is vacated pursuant to the Articles of the Company. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

THE MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR. IN THE EVENT THAT PRIOR TO THE MEETING ANY VACANCIES OCCUR IN THE SLATE OF NOMINEES HEREIN LISTED IT IS INTENDED THAT DISCRETIONARY AUTHORITY SHALL BE EXERCISED BY MANAGEMENT TO VOTE THE PROXY FOR THE ELECTION OF AN OTHER PERSON OR PERSONS AS DIRECTORS.

The following table set out the information concerning management nominees for the office of Director, five of whom are ordinarily resident in Canada and two of whom are ordinarily resident in the United States of America.

Name and Place of Residence	Term Expires	Past and Present Principal Occupation for last 5 Years	Period for which Nominee has been a Director of the Company	Approximate No. of shares Beneficially Owned Directly or Indirectly as at May 30, 2005

CHRISTOPHER JOHN SAMPSON Vancouver, B.C. PRESIDENT & DIRECTOR	At the Next Annual General Meeting	P.Eng., Consulting Geologist	May 8, 1996 to present	18,000

J. PAUL STEVENSON Vancouver, B.C. CEO & DIRECTOR	At the Next Annual General Meeting	Self-Employed Prospector	July 19, 1996 to present	99,037

BARBARA JEAN HILTON Kamloops, B.C. DIRECTOR	At the Next Annual General Meeting	Retired Nurse	June 16, 1995 to present	15,650

SHELLEY E. HALLOCK Vancouver, B.C. SECRETARY & DIRECTOR	At the Next Annual General Meeting	Self-Employeed Businesswoman	August 20, 1997 to present	7,092

PERRY E. MUNTON Vancouver, B.C. CFO & DIRECTOR	At the Next Annual General Meeting	Patner, Smythe, Ratcliffe, Chartered Accountants	August 10, 1997 to present	6,030

GREG ANDERSON Phoenix, Arizona New Appointment	At the Next Annual General Meeting	Owner, President and CEO, G.R. Enterprises	New Nominee	34,100

MARK GULBRANDSON Minneapolis, Minnesota New Appointment	At the Next Annual General Meeting	Owner, CEO Apple Auto Group Minneapolis, Minnesota	New Nominee	388,000

The Board of Directors has three committees:

the Audit and Finance Committee which consists of William Deeks, Barbara J. Hilton and Shelley E. Hallock;

the Corporate Governance Committee which consists of William Deeks, Shelley E. Hallock and Barbara J. Hilton;

the Disclosure Committee which consists of Christopher J. Sampson, J. Paul Stevenson, Perry Munton, John Plourde and Ed Kimura (a non-director).

Corporate Cease Trade Orders and Bankruptcies

None of the proposed directors are, or within the ten years prior to the date of this Information Circular, have been a director, officer or promoter of any other issuer or reporting company which have been struck from the Registrar of Companies by the B.C. Registrar of Companies or other similar authority or was subject to a cease trade or similar order, or an order that denied the other issuer access to any statutory exemptions, or suspension order for a period of more than 30 consecutive days,.

None of the proposed directors have been a director officer or promoter of any other issuer or reporting company which was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislative authority relating to bankruptcy or insolvency or been 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 that reporting company.

Penalties and Sanctions

None of the proposed directors have been the subject of any penalties or sanctions imposed by a court or securities regulatory authority relating to trading in securities, the promotion, formation or management of a publicly traded company or involving theft or fraud.

Individual Bankruptcies

No proposed director has, within the ten years prior to the date of the Prospectus, been declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

The Board of Directors has adopted:

the Audit and Finance Committee of the Board of Directors Charter;

the Nominating and Corporate Governance Committee of the Board of Directors Charter; and

the Corporate Disclosure Control System;

in order to comply with Multilateral Instrument 502-109. Copies of these documents are located under the Company’s name on the Sedar website (www.sedar.com).

On or before July 1, 2005, the Audit Committee of the Board of Directors must establish “whistler blower” procedures in order to comply with Section 2.3(7) of Multilateral Instrument 52-110. A copy of the proposed procedure is located under the Company’s name on the Sedar website.

REMUNERATION OF MANAGEMENT AND OTHERS

During the last fiscal year, the Company paid no monies for management fees (see “Executive Compensation”).

One executive officer/director received $57,800 for engineering and general consulting services. Another executive officer/director received $30,000 for consulting services and $48,800 for services on the property.

One non-executive officer/director received $78,000 for investor relations services.

An accounting firm in which a partner is a director of the Company received $22,050 for professional fees.

No person or retirement benefit plans have been instituted by the Company and none are proposed at this time.

Since the beginning of the last fiscal year, the following persons held incentive stock options. The following amounts are set out in shares of Pacific Booker Minerals Inc. and reflect amendments described in previous Information Circular.

The table sets out the balance at January 31, 2005.

Name of Optionee	No. of Optioned Shares Remaining	Exercise Price	Original Date of Grant	Expiry Date
Greg Anderson	15,000	$2.00	02/22/2000	02/22/2004
J.P. Stevenson	135,000	$5.00	07/02/2002	07/02/2007
J. Plourde	135,000	$5.00	07/02/2002	07/02/2007
C. Sampson	24,000	$5.00	07/02/2002	07/02/2007
G. Anderson	125,000	$5.00	07/02/2002	07/02/2007
D. Keating	40,000	$5.00	07/02/2002	07/02/2007
C. Sampson	76,000	$3.87	10/13/2004	10/13/2009
S. Hallock	50,000	$3.87	10/13/2004	10/13/2009
B. Hilton	50,000	$3.87	10/13/2004	10/13/2009
P. Munton	75,000	$3.87	10/13/2004	10/13/2009
B. Deeks	50,000	$3.87	10/13/2004	10/13/2009
P. Stevenson	125,000	$3.87	10/13/2004	10/13/2009
J. Plourde	105,000	$3.87	10/13/2004	10/13/2009
G. Anderson	75,000	$3.87	10/13/2004	10/13/2009
D. Keating	40,000	$3.87	10/13/2004	10/13/2009
K. Lesnikov	10,000	$3.87	10/13/2004	10/13/2009
M. Mews	10,000	$3.87	10/13/2004	10/13/2009
R. Swan	10,000	$3.87	10/13/2004	10/13/2009

None of these options have been exercised.

None of the directors or senior officers of the company or associates or affiliates of any of them have been indebted to the Company since the beginning of the last completed financial year in an amount exceeding $50,000.

APPOINTMENT OF AUDITORS

It is intended to vote the proxy to appoint Davidson & Company, Chartered Accountants, of 1200 - 609 Granville Street, Vancouver, B.C. V7Y 1G6 as Auditors of the Company, and to authorize the directors to fix their remuneration. They were appointed in 1999.

MANAGEMENT CONTRACTS

There are no management contracts with persons other than the directors. OTHER MATTERS TO BE ACTED UPON

There shall be moved at the Meeting the following resolutions:

A special resolution, (1) to ratify and approve the exercise of any stock options granted to directors, officers and/or employees of the Company and/or its subsidiaries during the previous year or as granted hereunder, (2) to authorize and approve the granting and exercise of stock options that the Company might see fit in their discretion to grant to directors, officers and/or employees of the Company and/or its subsidiaries during the forthcoming year at such prices and upon such terms as may be acceptable to the TSX Venture Exchange and to ratify the exercise of any options so granted, and (3) to authorize the directors to renegotiate or cancel any existing stock options.

A special resolution to approve the stock option plan dated June 24, 2005.

Shareholders will be asked to consider and, if thought fit, to approve a stock option plan (the “Plan”). The resolution must be approved by Disinterested Shareholder approval as defined in the policies of the TSX Venture Exchange (“Majority of Minority Approval”). Management is of the view that it is in the best interests of the Company to implement the Plan. The Plan, if approved by the shareholders and the TSX Venture Exchange (the “Exchange”), will become effective upon such approval.

The Plan has been prepared in accordance with the policies of the Exchange. It reserves 1,256,357 common shares for issuance pursuant to the exercise of options granted pursuant to the Plan being less than 20% of the number of common shares expected to be issued and outstanding as at the effective date of the Plan. Any common shares subject to a share option which for any reason is cancelled or terminated without having been exercised shall again be available for grant under the Plan.

The Plan provides that eligible persons thereunder include any director, officer, employee (full or part-time), consultant or management company employee of the Company or any affiliate of the Company designated by the directors under the Plan. The definition of consultant is the same as that contained in the policies of the Exchange.

The Plan will be administered by the board of directors or a committee thereof. The board of directors will have the authority to determine, among other things, the persons to whom options are granted and the number of such options. At the time an option is granted, the board will also determine the exercise price of the option which, subject to a minimum price of $0.10, shall be equal to the closing price of

the common shares on the Exchange on the day immediately preceding the date of grant, and any vesting criteria or other restrictions with respect to the exercisability of the option. At a minimum, unless the approval of the Exchange is received, options will vest in equal installments, either monthly, quarterly or bi-annually, at the discretion of the board over a period of 18 months. Subject to any restrictions contained in the Plan, the board may also impose such other terms and conditions as it shall deem necessary or advisable at the time of grant.

The term of the options will be determined by the board, but in any case must be no more than five years from the date of grant. Options are not transferable other than by will or the laws of descent and distribution. If an optionee ceases to be an eligible person for any reason whatsoever (to the extent that it has vested at the time of termination) will terminate and be of no further force and effect. If an optionee dies, the legal representative of the optionee may exercise the option (to the extent that it has vested at the time of death) until the earlier of one year after the date of death and the option’s expiration date.

The Plan provides that the maximum number of common shares which may be reserved for issuance to any participant pursuant to options may not exceed 5% of the common shares outstanding at the time of grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to such person under any other option to purchase common shares under any other share compensation arrangement. Under the Plan, the maximum number of common shares that may be issued to any participant, or to one insider and the insider’s associates, within a one year period pursuant to option exercises may not exceed 5% of the outstanding issue.

The maximum number of common shares which may be reserved for issuance to all the insiders of the Company pursuant to share options is limited to 20% of the common shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to insiders under any other share compensation arrangement.

The Company will not provide any optionee with financial assistance in order to enable such optionee to exercise share options granted under the Plan.

A copy of the Plan is attached to this Information Circular as Schedule A.

3. An ordinary resolution that the members ratify, confirm and approve all acts, deeds and things done by and the proceedings of the directors and officers of the Company on its behalf since the last Annual General Meeting of the Company.

To pass the proposed special resolutions, an affirmative vote of not less than seventy-five (75%) per cent of the votes cast by the shareholders of the Company present in person or by proxy at the Meeting is required.

THE MANAGEMENT KNOWS OF NO OTHER MATTERS TO COME BEFORE THE MEETING OF SHAREHOLDERS OTHER THAN REFERRED TO IN THE NOTICE OF

MEETING. SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE PROXY.

DATED this 30th day of May, A.D. 2005.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS

CHARTER

Organization

There shall be a committee of the board of directors (the “Board”) of Pacific Booker Minerals Inc. (“CFO”) known as the Nominating and Corporate Governance Committee (the “Committee”). This charter shall govern the operations of the Committee.

Membership and Qualifications

The membership of the Committee shall be appointed by the Board and shall consist of at least two directors.

Each member of the Committee shall be, while at all times a member of the Committee, free of any relationship that, in the opinion of the Board, would interfere with the member’s individual exercise of independent judgment and shall otherwise meet the independence requirements for serving on nominating and corporate governance committees.

The Board shall appoint one member of the Committee as chair. The chair shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings, making committee assignments, preparing minutes and reporting to the Board. The chair shall also maintain regular liaison with CFO’s Chief Executive Officer.

Purpose

The primary purpose of the Committee is to:

•

identify individuals qualified to become Board members;

•

recommend director nominees for each annual meeting of CFO’s stockholders and director nominees to fill any vacancies that may occur between meetings of stockholders;

•

be aware of the best practices in corporate governance and develop and recommend to the Board a set of corporate governance standards to govern the Board, its committees, the company and its employees in the conduct of the business and affairs of the company; and

•

develop and oversee the annual Board and Board Committee evaluation process.

Authority

The Committee has the power and authority to engage and determine funding for outside counsel or other experts or advisors as the Committee deems necessary or appropriate to carry out its duties and responsibilities. CFO shall provide appropriate funding, as determined by the Committee, for any advisors employed by the Committee as well as for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Duties and Responsibilities

The Committee shall have the power and authority of the Board to perform the following duties and to fulfill the following responsibilities:

make recommendations to the Board regarding the size and composition of the Board;

consider and recruit candidates for director nominees based upon recommendations from current outside directors, members of management, outside consultants or search firms, and/or stockholders using the following approach:

the criteria for selecting new directors shall reflect the requirements of the listing standards of the TSX Venture Exchange (or such other exchange or self-regulatory organization on which CFO’s shares are then listed for trading) with respect to independence and the following factors; (i) the appropriate size of CFO’s board; (ii) the needs of CFO with respect to the particular talents and experience of its directors; (iii) personal and professional integrity of the candidate; (iv) level of education and/or business experience; (v) broad-based business acumen; (vi) the level of understanding of CFO’s business and the industry in which it operates and other industries relevant to CFO’s business: (vii) ability and willingness to commit adequate time to Board and committee matters; (viii) the fit of the individual’s skills and personality with those of other directors and potential directors in building a board that is effective, collegial and responsive to the needs of CFO; (ix) strategic thinking and a willingness to share ideas; and (x) diversity of experiences, expertise and background. The committee will use these criteria to evaluate potential nominees and will not evaluate proposed nominees differently depending upon who has made the recommendation;

•

the Committee will consider proposed nominees whose names are submitted to it by stockholders in accordance with the procedures set forth in CFO bylaws.

•

recommend on an annual basis a slate of director nominees for approval by the Board of Directors and the stockholders;

•

review the appropriate committee structure of the Board and recommend to the Board for its approval directors to serve as members of each committee. The Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed;

•

review at least annually, CFO’s corporate governance standards and recommend changes to the Board as deemed necessary;

•

generally advise the Board on emerging corporate governance matters for incorporation into CFO’s policies and procedures;

•

develop, implement and administer an annual Board and Board Committee evaluation process;

•

perform any other activities consistent with this Charter, CFO’s Articles and governing law as the Committee or the Board deem appropriate;

•

undergo an annual review of the performance of the Committee pursuant to the process established as set forth above;

•

where appropriate, retain (without need for further Board approval) and consult with such independent advisors as the Committee may deem necessary or appropriate in connection with fulfilling the responsibilities and duties of the Committee;

•

meet as often as its members deem necessary to perform the Committee’s duties and responsibilities;

•

report regularly to the Board with regard to action taken by the Committee and any issues that may arise in the course of the discharge by the Committee of its responsibilities and duties hereunder;

•

prepare and submit the minutes of all meetings of the Committee to, and discuss the matters discussed at each committee meeting with the Board; and

•

review and assess the adequacy of this charter annually and recommend any proposed changes to the Board for its approval.

Delegation to Subcommittees

The Committee shall have the power and authority to delegate any of its duties and responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.

Approved by the Pacific Booker Minerals Inc. Board of Directors Date:

PACIFIC BOOKER MINERALS INC.
STOCK OPTION PLAN

PURPOSE OF THE PLAN

Pacific Booker Minerals Inc. (the “Company”) hereby establishes a stock option plan for directors, officers and Service Providers (as defined below) of the Company and its subsidiaries, to be known as the “Pacific Booker Minerals Inc. Stock Option Plan” (the “Plan”). The purpose of the Plan is to give to directors, officers and Service Providers, as additional compensation, the opportunity to participate in the profitability of the Company by granting to such individuals options, exercisable over periods of up to five years as determined by the Board of Directors of the Company, to buy shares of the Company at a price equal to the Market Price (as defined below) prevailing on the date the option is granted.

DEFINITIONS

In this Plan, the following terms have the following meanings:

2.1

“Associate” means an associate as defined in the Securities Act.

2.2

“Board” means the board of directors of the Company.

2.3

“Change of Control” means the acquisition by any person or by any person and a Joint Actor, whether directly or indirectly, of voting securities (as defined in the Securities Act) of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a Joint Actor, totals for the first time not less than fifty (50%) per cent of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of the Company.

2.4

“Company” means Pacific Booker Minerals Inc. and its successors.

2.5

“Consultant” means:

(a)

any bona fide (as defined in the policies of the TSX Venture Exchange) person or company engaged to provide ongoing management or consulting services for the Company or for any entity controlled by the Company;

(b)

any bona fide (as defined in the policies of the TSX Venture Exchange) person who is providing on going management or consulting services to the Company or to any entity controlled by the Company indirectly through a company that is a Consultant under subsection 2.5(a).

2
2.6

“Employee” means a bona fide employee as defined in the policies of the TSX Venture Exchange.

2.7

“Exchanges” means the TSX Venture Exchange and, if applicable, the Toronto Stock Exchange and any other stock exchange on which the Shares are listed.

2.8

“Expiry Date” means the date set by the Board under section 3.1 of the Plan, as the last date on which an Option may be exercised.

2.9

“Grant Date” means the date specified in an Option Agreement as the date on which an Option is granted.

2.10

“Insider” means:

(a)

an insider as defined in the Securities Act (British Columbia), other than a person who is an insider solely by virtue of being a director or senior officer of a subsidiary of the Company; and

(b)

an Associate of any person who is an insider under subsection (a).

2.11

“Joint Actor” means a person acting “jointly or in concert with” another person as that phrase is interpreted in section 96 of the Securities Act.

2.12

“Market Price” of Shares at any Grant Date means the date as defined in the policies of the Exchange or if applicable, the Toronto Stock Exchange.

2.13

“Option” means an option to purchase Shares granted pursuant to this Plan.

2.14

“Option Agreement” means an agreement, in the form attached hereto as Schedule “A”, whereby the Company grants to an Optionee an Option.

2.15

“Optionee” means each of the directors, officers, employees and Consultants granted an Option pursuant to this Plan and their heirs, executors and administrators and, subject to the policies of the Exchanges, an Optionee may also be a corporation wholly owned by an individual eligible for an Option grant pursuant to this Plan.

2.16

“Option Price” means the price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of section 5.

2.17

“Option Shares” means the aggregate number of Shares which an Optionee may purchase under an Option.

2.18

“Plan” means this Pacific Booker Minerals Inc. Stock Option Plan.

2.19

“Shares” means the common shares in the capital of the Company as constituted on the date of this agreement provided that, in the event of any adjustment pursuant to section 5, “Shares” shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment.

2.20

“Securities Act” means the Securities Act, R.S.B.C. 1996, c.418 as amended.

2.21

“Unissued Option Shares” means the number of Shares, at a particular time, which have been allotted for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.

2.22

“Vested” means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.

GRANT OF OPTIONS

3.1

Option Terms

The Board may from time to time authorize the issue of options to directors, officers and Service Providers of the Company and its subsidiaries. The Option Price under each Option shall be not less than the Market Price on the Grant Date. the Expiry Date for each Option shall be set by the Board at the time of issue of the Option and shall not be more than five years after the Grant Date. Options shall not be assignable (or transferable) by the Optionee.

3.2

Limits on Shares Issuable on Exercise of Options

The maximum number of Shares which may be issuable pursuant to options granted under the Plan shall be 1,256,357 shares less the number of options exercised during the term of the Plan. During any twelve month period, the number of shares issuable to any one Optionee under the Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, shall not exceed 5% of the total number of issued and outstanding shares on a non-diluted basis. The number of Shares which may be reserved for issue pursuant to options granted to Insiders under the Plan, together with all of the Company’s other previously established or proposed shares compensation arrangements, in aggregate, shall not exceed 20% of the total number of issued and outstanding Shares on a non-diluted basis. The number of Shares which may be issuable under the Plan together with all of the Company’s other previously established or proposed share compensation arrangements, within a one-year period:

(a)

in aggregate shall not exceed 20% of the outstanding issue; and

(b)

to any one Optionee who is an Insider and any Associates of such insider, shall not exceed 5% of the outstanding issue;

(c)

no more than 2% of the issued shares of the Company may be granted to any one Consultant in any 12 month period;

(d)

no more than an aggregate of 2% of the issued shares of the Company may be granted to all employees conducting investor relations activities, in any 12 month period.

For the purposes of subsections (a) and (b) above, “outstanding issue” is determined on the basis of the number of Shares that are outstanding immediately prior to the Share issuance in question, excluding Shares issued pursuant to Share compensation arrangements over the preceding one-year period.

3.3

Option Agreements

Each Option shall be confirmed by the execution of an Option agreement. Each Optionee shall have the option to purchase from the Company the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan.

EXERCISE OF OPTION

4.1

When Options may be exercised

Subject to Sections 4.3 and 4.4, an Option may be exercised to purchase any number of shares up to the number of Vested Unissued Option Shares at any time after the Grant Date up to 5:00 p.m. local time on the Expiry Date and shall not be exercisable thereafter.

4.2

Manner of Exercise

The Option shall be exercisable by delivering to the Company a notice specifying the number of Shares in respect of which the Option is exercised together with payment in full of the Option price for each such Share. Upon notice and payment there will be a binding contract for the issue of the Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee’s cheque payable to the Company in the amount of the Option Price shall constitute payment of the Option Price unless the cheque is not honoured upon presentation in which case the Option shall not have been validly exercised.

4.3

Vesting of Option Shares

The Board, subject to the policies of the TSX Venture Exchange, may determine and impose terms upon which each Option shall become Vested in respect of Option Shares. Current policies of the TSX Venture Exchange provide that minimum vesting requirements shall be 12.5% of the Option upon TSX Venture Exchange approval and 12.5% every three months thereafter which is the vesting period hereby adopted by the Board.

4.4

Termination of Employment

If an Optionee ceases to be a director, officer or Service Provider of the Company or one of the Company’s subsidiaries, his or her Option shall be exercisable as follows:

(a)

Death

If the Optionee ceases to be a director, officer, employee or Consultant of the Company or a subsidiary of the Company, due to his or her death or, in the case of an Optionee that is a company, the death of the person who provides management or consulting services to the Company or to any entity controlled by the Company, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of

(i)

120 days after the date of death or Disability; and

(ii)

the Expiry Date.

(b)

Termination for Cause

If the Optionee, or in the case of an Option granted to an Optionee who falls under the definition of Consultant set out in subsection 2.5(b), the Optionee’s employer, ceases to be a director, officer or Consultant of the Company or a subsidiary of the Company as a result of termination for cause, as that term is interpreted by the courts of the jurisdiction in which the Optionee, or, in the case of the Optionee who satisfies the definition, is employed or engaged; any outstanding Option held by such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be cancelled as of that date.

(c)

Early Retirement-Voluntary Resignation or Termination Other than for Cause

If the Optionee or, in the case of an Option granted to an Optionee who falls under the definition of Consultant set out in sub-paragraph 2.5(b), the Optionee’s employer ceases to be a director, officer, employee or Consultant of the Company or a subsidiary of the Company due to his or her

retirement at the request of his or her employer earlier than the normal retirement date under the Company’s retirement policy then in force, or due to his or her termination by the Company other than for cause, or due to his or her voluntary resignation, the Option then held by the Optionee shall be cancelled as of that date.

For greater certainty, an option that had not become Vested in respect of certain Unissued Option Shares at the time that the relevant event referred to in this paragraph 4.4 occurred, shall not be or become exercisable in respect of such Unissued Option Shares and shall be cancelled.

4.5

Exclusion from Severance Allowance, Retirement Allowance or Termination Settlement

If the Optionee, or, in the case of an option granted to an Optionee who falls under the definition of Consultant set out in subsection 2.5(b), the Optionee’s employer, retires, resigns or is terminated from employment or engagement with the Company or any subsidiary of the Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not Vested at that time or which, if Vested were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of or form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

4.6

Shares not Acquired

Whenever the Company issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each of such events being herein called a “Share Reorganization”) then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option:

(a)

the Option Price will be adjusted to a price per Share which is the product of:

(i)

the Option Price in effect immediately before that effective date or record date and

(ii)

a fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and

(b)

the number of Unissued Option Shares will be adjusted by multiplying (in) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in subsection (a)(ii).

DISTRIBUTION

5.1

Special Distribution

Subject to the prior approval of the Exchanges, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares;

(a)

shares of the Company, other than the Shares;

(b)

evidences of indebtedness;

(c)

any cash or other assets, excluding cash dividends (other than cash dividends which the Board of Directors of the company has determined to be outside the normal course); or

(c)

rights, options or warrants;

then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a “Special Distribution”), and effective immediately after the record date at which holders of Shares are determined for purposes of the Special Distribution, for each Option the Option Price will be reduced, and the number of Unissued Option Shares will be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

5.2

Corporate Reorganization Whenever there is:

(a)

a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any
other capital reorganization of the company, other than as described in sections 5.1;

(b)

a consolidation, merger or amalgamation of the Company with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities; or

(c)

a transaction whereby all or substantially all of the Company’s undertaking and assets become the property or another corporation;

(any such event being herein called a “Corporate Reorganization”) the Optionee will have an option to purchase (at the times, for the consideration and subject to the terms and conditions set out in the Plan) and

will accept on the exercise of such option, in lieu of the Unissued Option Shares which he would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he would have been entitled to receive as a result of the Corporate Reorganization if; on the effective date thereof; he had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Directors.

5.3

Determination of Option Price and Number of Unissued Option Shares

If any questions arise at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Company’s auditor, or, if they decline to so act, any other firm of Chartered Accountants in Vancouver, British Columbia, that the Directors may designate and who will have access to all appropriate records and such determination will be binding upon the Company and all Optionees.

5.4

Regulatory Approval

Any adjustment to the Option Price of the number of Unissued Option Shares, purchasable under the Plan pursuant to the operation of any one of paragraphs 5.1, 5.2 or 5.3 is subject to the approval of the Exchanges and any other governmental authority having jurisdiction.

5.5

Disinterested Shareholder

Disinterested Shareholder approval, as defined by the Exchange, will be obtained for any reduction in the exercise price if the Optionee is an Insider of the Company at the time of the proposed amendment.

MISCELLANEOUS
6.1

Right to Employment

Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment.

6.2

Necessary Approvals

The Plan shall be effective only upon the approval of the shareholders of the Company given by way of an ordinary resolution. Any Options granted under this Plan prior to such approval shall only be exercised upon the receipt of such approval. The obligations of the Company to sell and deliver Shares in accordance with the Plan is subject to the approval of the Exchanges and any governmental authority having

jurisdiction. If any Shares cannot be issued to any Optionee for any reason, including without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and any Option price paid by an Optionee to the Company shall be immediately refunded to the Optionee by the Company.

6.3

Administration of the Plan

The Board shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan. Except as set forth in section 5.4, the interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall be paid by the Company.

6.4

Amendments to the Plan

The Directors may from time to time, subject to applicable law and to the prior approval, if required, of the Exchanges or any other regulatory body having authority over the Company or the Plan, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any option granted under the Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Plan without the consent of that Optionee. any amendments to the Plan or options granted thereunder will be subject to the approval of the shareholders.

6.5

Form of Notice

A notice given to the Company shall be in writing, signed by the Optionee and delivered to the President or Secretary of the Company.

6.6

No representation or Warranty

The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

6.7

Compliance with Applicable Law

If any provision of the Plan or any Option Agreement contravenes any law or any order policy, by-law or regulation of any regulatory body or Exchange having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

6.8

No Assignment or Transfer

No Optionee may assign or transfer any of his or her rights under the Plan.
6.9

Rights of Optionee

An Optionee shall have no rights whatsoever as a shareholder of the Company in respect of any of the Unissued Option Shares (including, without limitation, voting gifts or any right to receive dividends, warrants or rights under any rights Offering).

6.10

Conflict

In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

6.11

Governing Law

The Plan and each Option Agreement issued pursuant to the Plan shall be governed by the laws of the Province of British Columbia.

6.12

Time of Essence

Time is of the essence of this Plan and each Option agreement. No extension of time will be determined to be or to operate as a waiver of the essentiality of time.

6.13

Entire Agreement

This Plan and the Option Agreement sets out the entire agreement between the Company and the Optionee relative to the subject matter hereof and supercedes all prior agreements, undertakings and understandings, whether oral or written.

Approved by the Board of Directors of Pacific Booker Minerals Inc. on June 24, 2005.

SCHEDULE “A”
PACIFIC BOOKER MINERALS INC.
STOCK OPTION PLAN OPTION AGREEMENT

This Option Agreement is entered into between Pacific Booker Minerals Inc. (the “Company”) and the Optionee named below pursuant to the Pacific Booker Minerals Inc. Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:

_______________________

(the “Grant Date”);

_______________________

(the “Optionee”);

was granted the option (the “Option”) to purchase

Common shares (the “Option Shares”) of the Company;

for the price (the “Option Price”) of $

per share;

which shall be exercisable (“Vested”) in whole or in part in the following amounts on or after the following dates:

12.5% on approval by TSX Venture Exchange 12.5% every three months thereafter

terminating on the

(the “Expiry Date”);

all on the terms and subject to the conditions set out in the Plan. For greater certainty, once Option Shares have become Vested, the shares continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan.

By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understandings the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the

day

, 20

OPTIONEE

PACIFIC BOOKER MINERALS INC.

Per:

Authorized signatory

THIS AGREEMENT made as of the 15 ^th day of June, 1995,

BETWEEN:

(the "Vendor")

OF THE FIRST PART AND:

( ^" the "Purchaser")

OF THE SECOND PART

WHEREAS:

The Vendor is the beneficial owner of a 100% interest in mineral titles staked pursuant to the Mineral Tenure Act, Province of British Columbia, as more particularly described in the attached Schedule A, (the "Claims"), and summarily described as Claim Names CUB #100, CUB #200, CUB #300;

The Vendor and the Purchaser deal at arms length;

The Vendor wishes to sell and the Purchaser wishes to purchase the Claims on the terms hereinafter provided;

The Vendor warrants and represents that:

it is the beneficial owner as to a full and unrestricted 100% right, title and interest in and to the Claims;

the Claims are free and clear of all liens, charges and encumbrances;

it has the sole right to convey the Claims to the Purchaser notwithstanding any prior act and no other person, firm or corporation has any proprietary or other interest in the Claims; and

the Purchaser shall have quiet possession of the Claims free from any and all claims and encumbrances.

The Purchaser warrants and represents that:

it has an authorized share capital of 20,000,000 no par value common shares; and

if any shares are to be allotted and issued pursuant to this Agreement, they shall be issued as fully paid and non-assessable.

The parties hereto covenant and agree to execute such further and other documents and deeds and to give such further and other assurances as may be necessary to fully implement this Agreement.

loading and transportation of the ores or minerals from the Claims or any mill erected on or about the Claims to the smelter or other purchaser;

freight allowance and severage taxes or royalties that may be paid to the Province of British Columbia;

penalties and other deductions whatsoever paid or payable in relation to the sale of the ores or minerals;

smelter treatment charges.

For the purposes of this Agreement, commercial production of the Claims shall be determined to have commenced on the date upon which cash proceeds, not including proceeds received from the sale or disposition of mineral products for assay or testing purposes, having been received by the Purchaser from the sale of mineral products derived from the Claims. It is expressly understood that the Purchaser shall be under no obligation whatsoever to place the Claims into production, and in the event commercial production is commenced, the Purchaser shall have the right at any time to curtail or suspend such production as it may in its absolute discretion determine.

10.

The parties have entered into this Agreement subject to Regulatory Approval.

11.

This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective successors and assigns.

12.

This Agreement shall be governed and interpreted in accordance with the laws of the Province of British Columbia.

13.

14.

The parties have entered into this Agreement subject to Regulatory Approval and conditional upon the transaction herein being a "minor transaction" as that term is defined in VSE Listings Policy Statement No. 9 dated January 17, 1994 and that Section 42 of the B. C. Securities Act does not apply to the issuance of the Shares by reason of Section 55(2)(18) of the B.C. Securities Act and the Purchaser will within

the time required by the B. C. Securities Act file a report in the required form disclosing distribution of the Shares to the Vendor together with any applicable filing fee.

15.

16.

Words of the singular number and masculine gender shall include words of the plural number, feminine or neuter genders, or firms and corporations, and vice versa.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of and from the day and year first above written.

[WINDBOURNEBOOKER1995001.JPG]

SCHEDULE "A"

CLAIM NAME	TITLE NUMBER	CLAIM OR LEASE
CUB #100	331783	Claim
CUB #200	331784	Claim
CUB #300	331785	Claim

SCHEDULE "B"

PAYMENT OF NET SMELTER RETURNS AND GROSS PROCEEDS

(a)

any adjustments of royalties payable to the Vendor shall be made forthwith;

(b)

a copy of the audited statements shall be delivered to the Vendor as soon as practicable;

(c)

the Vendor shall have 90 days after receipt of such statements to question their accuracy in writing, and failing such objection, the statements shall be deemed prima facie correct.

GROSS PROCEEDS DEFINITION

"Gross Proceeds" means, for any period, the aggregate gross revenues received during the period from the sale of diamonds produced from the operation of the Claims.

D AVIDSON & C OMPANY LLP _{Chartered Accountants} ^{A Partnership of Incorporated Professionals}

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form 20-F of Pacific Booker Minerals Inc. of our report dated May 10, 2005 appearing in the Prospectus, which is part of such Registration Statement, and to the reference of us under the heading "Statement by Experts" in such Prospectus.

"DAVIDSON & COMPANY LLP"

Vancouver, Canada	Chartered Accountants

July 13, 2005

A Member of SC INTERNATIONAL

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6

Telephone (604) 687-0947 Fax (604) 687-6172