Kimberly Gold Mines Inc

TECHNICAL REPORT on Compton & Matthews Gold Properties, Wenatchee Area, Washington State, USA

For: KIMBERLY GOLD MINES INC.

605 E 8th Street, Unit C Post Falls, ID 83854

208-457-9585 tel 208-457-9685 fax [email protected] email

Barry J. Price, M.Sc., P.Geo. Qualified Person and Consulting Geologist B.J.PRICE GEOLOGICAL CONSULTANTS INC. Ste. 1028 - 470 Granville Street, Vancouver, B.C. V6C 1V5 Tel: 604-682-1501 Fax 604-684-4297 [email protected]

June 15, 2007 i

TECHNICAL REPORT Compton & Matthews Gold Properties, Wenatchee Area, Washington State, USA KIMBERLY GOLD MINES INC.

SUMMARY

The writer has been requested by Kimberly Gold Mines Inc. (“Kimberly”) to review two of their mining properties in Washington State and prepare a Technical Report which would comply with the provisions of National Instrument 43-10. This report is updated from a previous Technical Report prepared by Geral Harper, Ph.D., P.Eng in 2005, but not submitted to Canadian Regulatory bodies at that time.The report is intended, should Kimberly wish to obtain a Canadian listing, to provide an independent review of the properties, their geology, regional environment, history of exploration and development, results of sampling, economic potential and recommendations for further work.

The report is based on a number of previous reports for the properties (Harper, 2005 and Booth, 2004) the property inspection on June 2, 2007 by the write,r who is a qualified person as defined in National Instrument 43-101, and independent of Kimberly Gold Mines and their associated companies, officers and directors. Reliance was placed on a the previously written Technical Report and other public and private reports and geological papers.

Two properties are included in the report; the Compton and Matthews gold properties in the Wenatchee area of Central Washington State. Both properties are held by lease. The Matthews property includes 19 staked claims known as the Shaft claims.

The Compton and Matthews properties lie along strike southeastward from the past productive Cannon Mine and Lovitt Gold Mine, adjacent to the town of Wenatchee, in central Washington State. Access to the properties is by paved roads leading directly south of Wenatchee for a distance of less than 3 miles.

The Cannon Mine operated by Asamera Inc. and Breakwater Resources of Vancouver, was a major gold mine, producing more than one million ounces of gold over a period of nine years from 1985 to 1994.

Gold was produced from a series of lenses of high grade mineralization within much larger envelopes of alteration within a faulted graben zone trending north-northwesterly. The Lovitt Mine, south of Cannon and north of the Compton property also was a productive mine, with past production shown below:

MINE PERIOD MATERIAL GOLD NOTES PROCESSED PRODUCED LOVITT MINE 1894,1910, Unknown Unknown Intermittent production 1938-39 1949 — 1967 1,036,573 tons 410,482 oz Continuous production, average recovered grade

CANNON MINE 448,160 tons 116,514 oz Millhead grade 0.301 oz/t 1986 — year from start of commercial production on January 1. 487,066 tons 136,913 oz Millhead grade 0.308 1987 — year ii

In the various gold deposits in the Wenatchee area, epithermal gold mineralization of Eocene age (44 Ma) is hosted in silicified zones within the the Eocene Chumstick Formation, a sequence of interbedded arkosic sandstone, conglomerate, and mudstone. The district-scale structure is dominated by a post- mineralization, northeast-verging fold, and a thrust belt which consists of three major southwest-dipping reverse faults and associated folds produced by the propagation of the faults. These are contained within the Chiwaukum “Graben” Hydrothermal alteration and mineralization is hosted by Chumstick arkose, minor Eocene dacite, and andesite dikes, and locally, Eocene felsic volcanic rocks (flows, ash flows, eruption breccia) and extends through the subject area for at least 4 km southeast of the Cannon mine.

In decreasing order of abundance, metallic phases are pyrite, arsenopyrite, marcasite, stibnite (latest in paragenesis), chalcopyrite, hessite, electrum, native silver, sphalerite, galena, pyrargyrite, and boulangerite. Gold content is highest in silicic alteration and the quartz-stockwork subzone. Where arsenic contents are high, gold is concentrated in the argillic zone. Margolis believes that In the latter case, strong correlations between gold and arsenic suggest that gold may have been transported as a gold thioarsenide complex; precipitation of the gold and arsenic may have been promoted by the progressive sulfidation of biotite. In the area from the Compton property to the Shaft claims, and including Wenatchee Heights, Two laterally extensive strata-bound alteration zones (approx 2 km along strike) have been delineated,

1. one largely bound by mudstones in the hanging wall of a post-mineralization reverse fault, and 2. one in the footwall of the fault and bound above by a mudstone and ash-flow tuff.

The shallower footwall zone is enriched in As, Sb, and Au relative to the deeper hanging wall zone, which is richer in Ag, Cu, Te, and Se. This variation in depth is similar to patterns observed in active geothermal systems and epithermal precious metal deposits and implies some degree of exchange of hydrothermal fluids between the aquifers, possibly via leaks in aquitards. Introduction

No past production is evident from either the Compton or Matthews properties. Both have had several programs of surface diamond drilling which revealed shallow and deep target areas within the southerly continuation of the Cannon — Lovitt Mines structural belt.

The Compton property adjoins the south boundary of the Lovitt Mine property and extends southward uphill towards the top of a physical feature known as the Wenatchee Heights, a resistant bench land standing above the nearby deeply incised Columbia River valley. A surface showing on the Compton property is a typical low-sulphide epithermal zone in silicified sediments of the Chumstick Formation of Tertiary age. The Matthews property is to the south-southeast of Compton and separated by less than one mile. It covers bench land and southern steep topographic slopes down towards the valley floor.

The shallow zone within the silicified and kaolinised alteration zone has only been located on the Compton property and this zone was tested with a very short adit as well as a cluster of drill holes over a strike length of a few hundred feet. The deeper zone, at depths below surface of at least 1,000 feet, has widely spaced drilling, due to the difficulty of placing drill holes at optimal angles and orientations to systematically sample the silicified gold bearing “reefs” or zones. Similarly, the Matthews property has a deep epithermal mineralized zone penetrated by numerous drillholes but pronounced nugget effect has made it difficult to outline an economic zone.

Asamera (the operator of the Cannon Mine) undertook exploration of both the Compton and Matthew properties and the intervening Wenatchee Heights property in 1987-88 and proposed driving a 6,000 foot adit/decline along the strike length to allow underground access to the mineralized zones for better sampling. This underground program was never undertaken. Later work by Consolidated Ramrod and Yamana Gold Corp. was primarily drilling. In all, at Compton, historical drilling was 48 holes totalling 51,133 feet (15590 meters) and at Matthews, 47 holes totalling 103,159 feet (31450 m)

In 2004, Kimberly drilled 8 holes at the Compton property, with the following best intercepts (amongst others): iii

SUMMARY OF DRILL INTERCEPTS 2004 DRILLING AT COMPTON

HOLE ID From To Width (Ft)* Au (oz/t) Ag (oz/t) ft ft ft COM-43 102 107 5 0.16 0.33 COM-43 117 122 5 0.90 0.885 COM-43 227 232 5 0.222 0.25 COM-43 232 237 5 0.145 0.14 COM-43 267 272 5 0.148 0.19 COM-50 22 27 5 0.047 0.18 COM-50 27 32 5 0.098 0.19 COM-50 50 55.5 5.5 0.454 0.40 COM-50 61 66.5 5.5 0.688 0.42 COM-50 66.5 72 5.5 0.072 0.04 * Unless otherwise stated all widths are core widths and true widths are as yet unknown

Past operators have estimated very small historical resources (non compliant with NI-43-101) for the Compton surface epithermal zone. There are no current resources nor reserves on either property. At the Matthews property some of the more interesting intercepts are:

SUMMARY OF BEST INTERCEPTS FROM DRILLING AT THE MATHEWS PROPERTY.

PAST DRILL RESULTS MATTHEWS PROPERTY, WENATCHEE Hole From (ft) To (ft) L ength Gold Length Gold (g/t) (ft) (oz/t) meters MAT 2 1730 1745 15 0.154 4.6 5.28 MAT 2 1845 1850 5 0.159 1.5 5.45 MAT 4 2005 2030 25 0.272 7.6 9.33 MAT 7 1590 1600 10 1.30 3.0 44.59 MAT 7 2485 2490 5 0.175 1.5 6 MAT 8 1790 1840 50 0.177 15.2 6.07 MAT 8 1965 1970 5 0.168 1.5 5.76 MAT 13 1775 1815 40 0.338 12.2 11.59 MAT 14 1755 1760 5 0.195 1.5 6.69 MAT 17 2015 2030 15 0.107 4.6 3.67 MAT 20 1770 1800 30 1.357 9.1 46.55 MAT 20A 1800 1815 15 0.320 4.6 10.98 MAT 25 1595 1600 5 0.139 1.5 4.77 MAT 25 1630 1635 5 0.345 1.5 11.83 MAT 93-1 1865 1905 40 0.229 12.2 7.85 MAT 93-3 1840 1845 5 0.184 1.5 6.31 MAT 93-6 1655 1685 30 0.121 9.1 4.15 MAT 94-8 2535 2540 5 0.108 1.5 3.7 MAT 94-8 1630 1650 20 0.113 6.1 3.88 MAT 94-8 1720 1730 10 0.225 3.0 7.72 MAT 94-8 1760 1765 5 0.530 1.5 18.18 MAT 94-10 1855 1880 25 0.119 7.6 4.08 MAT 94-10 1925 1995 70 0.207 21.3 7.10 MAT 94-10 2050 2060 10 0.16 3.0 5.49 MAT 94-10A 1835 1840 5 0.113 1.5 3.88 MAT 94-10A 1945 1970 25 0.486 7.6 16.67 MAT 94-11 2040 2055 15 0.116 4.6 3.98 * Unless otherwise stated all widths are core widths and true widths are as yet unknown iv

Reinterpretation of the past drill intercepts by the author reveals thick mineralized zones at depth that could possibly, with further drilling, lead to a significant resource comparable to those that originally existed at the Cannon and Lovitt Mines:

REINTERPRETED INTERCEPTS AT MATTHEWS PROPERTY MATTHEWS PROPERTY IMPERIAL METRIC HOLE FROM TO WIDTH AU AG WIDTH M AU G/T AG G/T No. ft. ft. ft. opt opt m g/t MAT93-1 1695 1920 225 0.077 0.65 68.60 2.65 22.25 INCL 1865 1905 40 0.229 1.025 12.20 7.84 35.14 MAT-2 1725 1860 135 0.048 NA 41.16 1.66 NA MAT-4 2005 2065 60 0.126 NA 18.29 4.33 NA MAT-8 1790 1980 190 0.068 NA 57.93 2.34 NA MAT-20 1710 1935 225 0.218 NA 68.60 7.47 NA INCL 1765 1785 20 2.001 NA 6.10 68.61 NA MAT-20A 1730 1960 230 0.055 NA 70.12 1.87 NA INCL. 1760 1820 60 0.136 NA 18.29 4.66 NA MAT-30 1710 1830 120 0.018 NA 36.59 0.63 NA MAT93-3 1840 1980 140 0.033 2.24 42.68 1.12 76.91 MAT93-6 1655 1710 55 0.112 0.27 16.77 3.85 9.43 incl 1675 1700 25 0.168 0.42 7.62 5.75 14.39 MAT93-6 1785 1890 105 0.043 0.09 32.01 1.46 3.21 MAT93-6 2570 2675 105 0.027 0.118 32.01 0.91 4.05 MAT94-8 1710 1805 95 0.080 0.78 28.96 2.74 26.89 INCL 1720 1765 25 0.139 1.15 7.62 4.75 39.43 MAT94-8 2365 2600 235 0.030 0.63 71.65 1.01 21.65 MAT94-10 1855 2065 220 0.104 0.44 67.07 3.58 14.92 incl 1930 2060 130 0.134 0.36 39.63 4.58 12.43 or 1930 1995 65 0.220 0.47 19.82 7.53 16.25 MAT94-11 1970 2130 160 0.051 0.75 48.78 1.73 25.56 INCL 2045 2075 30 0.112 1.145 9.15 3.85 39.26

* Unless otherwise stated all widths are core widths and true widths are as yet unknown

The deposits in the Wenatchee Gold Belt are classic low-sulphide-Adularia type epithermal gold-silver deposits. Two of the properties to the northwest of the subject Compton and Matthew properties have achieved significant production. Extensive drilling on the Compton and Matthew properties (including the Shaft claims) has demonstrated that gold is present in shallow and deep targets, with some encouraging intercepts to follow up. Past work has demonstrated that the intervening ground, known as Wenatchee Heights, also has potential for bulk mineable low to moderate grade gold deposits (although such potential cannot be quantified). Ideally, if finances were adequate, an incline would be driven 6000 feet to the deep Compton and Matthews targets. Such an incline (6000 ft.) was planned by Asamera in 1988, but was never carried out.

For both properties, additional drilling is recommended. In addition, a suggestion is made for orientation (deep) Induced Polarization (IP) lines over the shallow and deep targets. One would expect a strong resistivity anomaly probably flanked by resistivity lows (faults or shears or alteration. Chargeability is expected to be moderate to low. Preparation of Additional drill sections might be useful, particularly to demonstrate the potential for large bulk mineable low to moderate grade gold zone. A thorough review of exploration at the Cannon mine might provide some enlightenment on exploration techniques in the area. Preparation of good base maps with roads, property boundaries etc would be useful. Examination of the adjacent Lovitt and Wenatchee Heights is warranted. v

A Phase I and Phase II budget (contingent on success in Phase I is for Can$ 460,000 (US$ 405,000). This would include 5 holes (1000 ft at the shallow Compton target and 2 holes (4,400 ft) at the deep Matthews target.

This would be followed by a second drill program costing Can$ 1.1 million (US$ 970,000). This would include 3 holes (6000 ft) at the deeper Compton target and 4 holes (8,800 ft) at the deep Matthews target.

The writer has exercised care in the preparation of the above Phase I and Phase II budgets, but does not guarantee that the suggested exploration can be completed for the amounts stated. The supervising geologist may change the targets or footages according to local conditions and financial capabilities of the company at the time of the program

respectfully submitted

______Barry James Price, M.Sc., P.Geo. Qualified Person June 15, 2007 vi

INTRODUCTION AND TERMS OF REFERENCE ...... Page -1-

RELIANCE ON OTHER EXPERTS...... Page -1-

PROPERTY DESCRIPTION AND LOCATION ...... Page -1- Compton property...... Page -1- Matthews Property ...... Page -2- Option Agreements...... Page -2- Shaft Claims and Option...... Page -3- Location...... Page -4-

ACCESSIBILITY, PHYSIOGRAPHY, CLIMATE, LOCAL RESOURCES AND INFRASTRUCTURE...... Page -9-

HISTORY ...... Page -9- General Mining History...... Page -9- Mining Conditions...... Page -12- Compton Property...... Page -12- Matthews Property...... Page -14- Drilling...... Page -14-

GEOLOGICAL SETTING ...... Page -16- Regional Geology and Tectonics...... Page -16-

LOCAL (PROPERTY) GEOLOGY...... Page -20- Geologic Setting...... Page -20-

MINERALIZATION ...... Page -22-

EXPLORATION ...... Page -25-

DRILLING ...... Page -25-

SAMPLING METHOD AND APPROACH...... Page -37-

SAMPLE PREPARATION, ANALYSES AND SECURITY...... Page -37-

ADJACENT PROPERTIES ...... Page -37- Cannon Mine...... Page -37- Lovitt Mine...... Page -46- Wenatchee Heights (Hallauer Lease)...... Page -52-

MINERAL PROCESSING AND METALLURGICAL TESTING ...... Page -54-

MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES ...... Page -54-

DATA VERIFICATION...... Page -54- Due Diligence - Drill Results...... Page -54-

ADDITIONAL INFORMATION...... Page -57-

INTERPRETATION AND CONCLUSIONS ...... Page -57- Exploration Targets...... Page -57-

RECOMMENDATIONS ...... Page -61- vii

Compton Property...... Page -61- Matthews Property...... Page -61-

SUGGESTED EXPLORATION BUDGET...... Page -63-

REFERENCES...... Page -65-

CERTIFICATE OF AUTHOR : BARRY PRICE, M.SC., P.GEO...... Page -68-

PHOTOGRAPHS...... Page -69-

APPENDIX 1 DRILLHOLE DATA - COMPTON AND MATTHEWS PROPERTIES...... Page -70-

APPENDIX II CORE REMAINING AT MATTHEWS PROPERTY...... Page -73-

APPENDIX III - 2005 DUE DILIGENCE SAMPLES (G. HARPER, P. ENG.)...... Page -74-

APPENDIX IV TABLE OF CHECKED DRILL INTERCEPTS...... Page -77-

LIST OF FIGURES Page FIGURE 1. LOCATION MAP, WASHINGTON STATE 13

FIGURE 2. LOCATION MAP WENATCHEE AREA 14

FIGURE 3. LOCATION AND TOPOGRAPHY 15

FIGURE 4. CLAIM SKETCH OF KIMBERLY GOLD CLAIMS AND LEASES 16

FIGURE 5. GEOLOGY OF WASHINGTON 25

FIGURE 6. SKETCH OF GENERALIZED GEOLOGY, WENATCHEE AREA 27

FIGURE 7. DEPOSITS IN THE WENATCHEE GOLD BELT. 31

FIGURE 8. GEOLOGICAL PLAN FOR COMPTON PROPERTY (MARGOLIS 1989) 36

FIGURE 9. GEOLOGICAL CROSS SECTION - COMPTON AREA (MARGOLIS 1989) 38

FIGURE 10. DRILL PLAN - COMPTON PROPERTY (BOOTH 2004) 39

FIGURE 11. GEOLOGICAL CROSS SECTION THROUGH COMPTON PROPERTY 40 viii

FIGURE 12. DRILL SECTION - COMPTON PROPERTY (BOOTH 2004) 41

FIGURE 13. DRILL PLAN FOR MATTHEWS PROPERTY (BOOTH 2004) 42

FIGURE 14. MATTHEW DRILL SECTION 200 NW 43

FIGURE 15. MATTHEW SECTION 600 NW (Modified after Booth 2004) 44

FIGURE 16. GOLD ORE FROM THE CANNON MINE 48

FIGURE 17. SCHEMATIC VIEW OF THE CANNON OREBODIES 49

FIGURE 18. SCHEMATIC VIEW OF THE CANNON MINE 49

FIGURE 19. SKETCH OF MINERALIZED ZONES AT THE CANNON MINE 50

FIGURE 20. SKETCH OF CANNON MINE CONCENTRATOR FLOW SHEET 52

FIGURE 21. PHOTOGRAPH OF CANNON MINE 53

FIGURE 22. SKETCH OF LOVITT MINE CLAIMS 56

FIGURE 23. GEOLOGY PLAN OF LOVITT MINE 57

FIGURE 24. CROSS SECTION OF LOVITT MINE AREA - LOOKING NORTHWARD 58

FIGURE 25. SKETCH OF LOVITT (L-D) MINE, WENATCHEE 59

FIGURE 26. SKETCH OF DRILLING AND MINERALIZED AREAS, 60 WENATCHEE HEIGHTS

FIGURE 27. SKETCH PLAN AND SECTION, WENATCHEE HEIGHTS AREA 61 (BOOTH 2004)

FIGURE 28. SKETCH OF DEEP MINERALIZED ZONE AT MATTHEW PROPERTY 67 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 1

TECHNICAL REPORT Compton & Matthews Gold Properties, Wenatchee Area, Washington State, USA

KIMBERLY GOLD MINES INC.

INTRODUCTION AND TERMS OF REFERENCE

The writer has been retained by Kimberly Gold Inc (“Kimberly”) to prepare an updated Technical Report, compliant with the Canadian Securities Administration National Instrument 43-101. The purpose of the report is to support a possible listing on a Canadian Stock Exchange, The Toronto Stock Exchange Venture listing (or TSXV). The writer is a Qualified Person, independent of Kimberly in all regards. A property visit was completed to both sites on June 2, 2007, accompanied by Michael Compton.

RELIANCE ON OTHER EXPERTS

In this report the writer has relied on a number of other experts for data: • The company has provided information concerning mineral titles • For historical data the author has relied on history written in a number of papers, the Northern Miner, and a website for the Cannon Mine. • For geological data, the writer has relied on a number of geological descriptions of the Wenatchee area by R. Gresens, J. Margolis and others. • A great deal of information was derived from a previous NI-43-101 compliant report prepared by Gerald Harper, P. Eng (Ontario) Ph.D. • The present author is solely responsible for Discussion, conclusions and recommendations made in this report.

Metric Equivalents The following table sets forth the conversion used in this report from metric into imperial equivalents. As Kimberly Gold is a US based company, Imperial measure is generally used, but as the company is contemplating a Canadian stock exchange (TSXV) listing, metric equivalents are provided.

1 gram = 0.0322 Troy ounces 1 Tonne = 1.1023 short tons 1 Gram/tonne (g/t) = 0.0292 Ounces (troy) per short ton (34.285 g/t = 1 opt) 1Gram/tonne (g/t) = 1,000 parts per billion (ppb) 1Hectare = 2.4711 acres. 1 Kilometers = 0.6214 miles 1 Meter = 3.2808 feet

PROPERTY DESCRIPTION AND LOCATION

Compton property

The Compton property consists of the mineral rights, aggregating some 225 acres, to a fee simple property, title to which is held by Mike and Tressa Compton. Kimberly Gold Mines, Inc. entered into a lease agreement effective June 17, 2003, which agreement providing for exploration and production is renewable for yearly periods by payment of escalating payments and in the event of production a

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 2

Production Royalty. The writer has been advised by Kimberly Gold Mines, Inc. that the agreement is in good standing.

Property Description

The legal description of the property is as follows: "The Northeast quarter and the east half of the Northwest quarter, less and except the South 480 feet thereof all in Section 27. Township 22 North, Range 20 East, Willamette Meridian, being 225 acres, more or less, in Chelan County, State of Washington."

Matthews Property

The Matthews property consists of two parts.

1. Mineral rights to a fee simple property by an agreement for Kimberly Gold Mines, Inc. to lease with option to purchase from B.J. Matthews and Geneva Matthews dated March 25, 2003. 2. An option on 19 contiguous located mineral claims which adjoin the south boundary of the Matthews leased property

The writer has been advised by Kimberly Gold Mines, Inc. that the Matthews lease with option to purchase agreement is in good standing.

Property Description

Exhibit "A" to that agreement describes the property being leased as: "Commencing at the Southwest corner of Said Section 35, a brass cap in a monument case; thence North 87º29'21" East along the South line of said Section 35 for 38.59 feet to a point on the Easterly right of way of county road known as Edgemont Road that is a P.O.C. on a curve right and the True Point of Beginning for this description; thence along said right of way on a curve right defined by a chord bearing South 40'54 '05 " West for 58.07 feet and a radius of 132.35 feet through a central angle of 25"20'40 " for 58.54 feet to a point on an old fence line; thence South 1"09 '36" East along said fence line for 46.94 feet to a fence corner; thence North 73"57'59" East along said fence line for 189.61 feet to a fence corner; thence North 84"58 '19" East along said fence line for 136.01 feet to a fence corner; thence North 9º15 '01" East along said fence line for 284.09 feet to a fence corner; thence North 15"33 '42" East along said fence line for 139.11 feet to a fence corner; thence North 42"28'38" East along said fence line for 245.84 feet to a fence corner; thence North 87"00 '04 " West along said fence line for 424.08 feet to a point on said Easterly right of way of county road known as Edgemont Road; thence South 23"31 '49" West along said right of way of county road known as Edgemont Road; thence South 23º31 '49" West along said right of way for 173.09 feet to a point that is the P.C. of a curve left; thence along said right of way on a curve left defined by a chord bearing South 7"58'27" West for 256.53 feet and a radius of 478.27 feet through a central angle of 31"06 '45 " for 259.71 feet to a point that is the P. T. of said curve; thence South 7"34 '56" East along said right of way for 99.44 feet to a point that is the P.C. of a curve right; thence along said right of way ow a curve right defined by a chord bearing South 10"I 9 '25 " West for 81.38 feet and a radius of 132.35 feet through a central angle 35º48'41" for 82.72 feet to a point that is a P.O.C. on said curve and the True Point of Beginning."

Option Agreements

The terms of the option or lease agreements for the Compton and Matthews properties are summarized below:

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 3

Compton Lease Details

In 2003 Kimberly Gold Mines, Inc. signed a 20 year lease (Contract # KGM 03 3002), which expires 6/01/2023 with Mike and Teresa Compton, the property owners, the lease is summarized below:

• Years 1-3 payment shall be $7,500 p.a. (2003-2005) • Years 4-5 payment shall be $10,000 p.a. (2006-07) • Years 6-10 payment shall be $12,500 p.a. • Years 11-end of lease payment shall be $15,000 p.a. • Payment due on or before June 16th • Lease payment will not be deducted against Royalties • Lease extension Term is 5 years upon $250,000 payment • Net Proceeds (Royalty) equal to 4% as defined in the legal agreement • Kimberly pays property taxes

Mathews Lease Details

• 1st Anniversary date advance/minimum production royalty $15,000 (2004) • 2nd Anniversary date advance/minimum production royalty $20,000 (2005) • 3rd Anniversary date advance/minimum production royalty $30,000 (2006) • Future anniversary date advance production royalty payments shall increase based on the Consumer Price Index (CPI) with 3rd anniversary payment to be the base. (2007+) • Net Return (Royalty) equal to 3% (defined in an agreement) • Production royalty due within 30 days after end of each calendar quarter • Option to purchase, $5,000,000 less advance/minimum production royalties, 60 day written notice to exercise this option • Option expires 8/31/2011

Federal and State Fees on the unpatented mining claims total $2,000/year.

The fee simple lands as described in the legal agreements for the Compton and Matthew properties will have been surveyed. The unpatented mining claims (Shaft 1-20) are not surveyed. There is adequate land in the tenements for most mining purposes, but for tailings, other locations would have to be negotiated, as the land in the area is substantially held under title. Adequate water for drilling is available, although for some sites water trucks may be required.

There are no known environmental issues or social factors know to the writer which would affect title. All permits for exploration, drilling etc. would have to be negotiated with the State and or BLM and various other governmental agencies. Care will have to be taken with drill water treatment and disposal, because of the nearby farms and orchards.

Shaft Claims and Option

The Shaft 1-19 unpatented claims have been optioned from vendors Randall Anderson (50%), Jim Ebisch (25%0 and Stephen Goss (25%). The claims are subject to an agreement dated March 31, 2003, under which Kimberly must make a series of payments totaling $62,600 US$ to May 1, 2008 and $50,000 per year thereafter, and share allocations of 20,000 common shares of Kimberly stock and warrants to purchase an additional 50,0000 shares at $0.40/share. After Kimberley has expended US$10 million on exploration or development of the claims, the yearly payments will increase to US$100,000 per year. A net smelter return royalty of 3% is also applicable to the shaft claims on production. The total purchase price of US$4 million may be made at any time while the option is in good standing, reduced by the yearly payments made or NSR made.

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 4

CLAIM LIST

Table 1. Matthews Property area claims acquired by location by Kimberly Gold Mines Inc. SERIAL NUMBER CLAIM MERIDIAN TOWNSHIP RANGE SECTION EXPIRY ORMC158718 SHAFT #1 33 0210N 0200E 002 NE NW Sept 1, 2007 ORMC158719 SHAFT #2 33 0210N 0200E 002 NE NW Sept 1, 2007 ORMC158720 SHAFT #3 33 0210N 0200E 002 NE NW Sept 1, 2007 ORMC158721 SHAFT #4 33 0210N 0200E 002 NE NW Sept 1, 2007 ORMC158722 SHAFT #5 33 0210N 0200E 002 NE NW Sept 1, 2007 ORMC158723 SHAFT #6 33 0210N 0200E 002 NE NW Sept 1, 2007 ORMC158724 SHAFT #7 33 0210N 0200E 002 NE NW SW SE Sept 1, 2007 ORMC158725 SHAFT #8 33 0210N 0200E 002 SW SE Sept 1, 2007 OR_MC158726 SHAFT #9 33 0210N 0200E 002 SW SE Sept 1, 2007 ORMC158727 SHAFT #10 33 0210N 0200E 002 SW SE Sept 1, 2007 ORMC158728 SHAFT #11 33 0210N 0200E 002 SW SE Sept 1, 2007 ORMC158729 SHAFT #12 33 0210N 0200E 002 SE Sept 1, 2007 ORMC158730 SHAFT #13 33 0210N 0200E 002 SE Sept 1, 2007 ORMC158731 SHAFT #14 33 0210N 0200E 002 NE NW Sept 1, 2007 ORMC158732 SHAFT #15 33 0210N 0200E 002 NE NW Sept 1, 2007 ORMC158733 SHAFT #16 33 0210N 0200E 002 NW Sept 1, 2007 ORMC158734 SHAFT #17 33 0210N 0200E 002 NW SW Sept 1, 2007 ORMC158735 SHAFT #18 33 0210N 0200E 002 NW SW Sept 1, 2007 ORMC158736 SHAFT #19 33 0210N 0200E 002 SW Sept 1, 2007 19 TITLES

The writer has been advised by Kimberly that payments for the Shaft claims have been made ($10,000 in 2006) and that the agreement and the claims are in good standing.

The unpatented claims require filing of Intention to Hold, and a fee of approximately $100 per claim prior to September 1 every year. The claims are nominally 20 acres each (8.1 Hectares) although some of the claims may be of irregular shape or overlap. The writer has not inspected the claims and their validity is reliant on information provided by Kimberly Gold. The writer has not conducted any due diligence on the claim staking nor the property agreements, such as a title search in the Federal and State jurisdictions, but has relied on title information supplied by the company.

From the above descriptions it is apparent that the fee simple properties have been surveyed, but it is not likely that the staked (unpatented) claims have been surveyed. The claims are shown in accompanying Figure 4.

Location

Both the Compton and Matthews properties are located on the outskirts of the community of Wenatchee, in Central Washington State. Wenatchee is a long-established town in the Columbia River valley (Figures 1and 2) on the eastern edge of the foothills of the Cascade Mountains, part of the coastal range of the Cordilleran Mountains. Location of the properties is shown in accompanying Figures 1-3.

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 FIGURE 1. LOCATION MAP, WASHINGTON STATE FIGURE 2. LOCATION MAP WENATCHEE AREA FIGURE 3. LOCATION AND TOPOGRAPHY FIGURE 4. CLAIM SKETCH OF KIMBERLY GOLD CLAIMS AND LEASES TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 9

ACCESSIBILITY, PHYSIOGRAPHY, CLIMATE, LOCAL RESOURCES AND INFRASTRUCTURE

Interstate Highway 1-90 traverses the area in an east-west direction, just to the south of the town of Wenatchee and Washington State Highway 2, the other main route across the State, passes through the town. A dam on the Columbia River just below the town generates electricity and also supports an aluminum plant based on feedstock transported in by rail. One of the major trans-continental rail lines of the Burlington Northern Santa Fe passes through the town.

The two properties are located in a NNW trending line from 2 to 6 miles south of the town (Figure 17). They extend across deeply incised tributary stream valleys to the Columbia such as the Squilchuck Creek above which area bench lands known as “Wenatchee Heights” These bench lands support orchards where residential subdivisions have not taken over. The Cannon Mine itself (now removed and rehabilitated) was located northwest of the subject properties and southwest of the town of Wenatchee, Washington at the corner of Miller and Circle Streets.

To the east and south of Wenatchee, the land rises steeply to the Columbia basalt plateau while the Cascade foothills rise immediately to the west. The town and narrow bench lands adjacent to the Columbia River experience a local micro climate, with hot summers and moderately mild winters which permits extensive fruit tree farming. The local climate is semi-arid with average annual precipitation of nine inches and annual extremes in temperature ranging from -10° F to 110° F. The relatively mild climate and abundance of water for irrigation has contributed to the development of Wenatchee as a major agricultural ( fruit ) center. The city is known as the "Apple Capital of the World".

HISTORY

General Mining History

The following history has been summarized from information provided by Derkey (XXXX) and from a website http://www.geocities.com/cannon_mine

1880's The Cannon mine (Fig. 3) has been the central focus of mining in the Wenatchee gold belt. Its history began in 1885 when a prospector named V. Carkeek staked two claims, less than a mile south of the area later occupied by the Cannon mine on exposures over what became known as the `D' reef. Carkeek's discovery became known by various mine names (Gold King, Golden King, Wenatchee, Squilchuck), and prior to 1949, there was sporadic production with unknown recoveries. From 1884 to 1911 a five-stamp mill operated intermittently and processed about 27,000 tons of siliceous ore

1940's: In 1949, the Lovitt Mining Co. gained control of the property and developed the first successful operation in the area, the Lovitt or L-D mine. From 1949 until 1967, Lovitt mined 1,036,572 tons of ore and recovered 410,482 oz of gold and 625,849 oz of silver. Production was from a series of adit levels at 1150 (main haulage) 1250, 1320, 1350, 1400, 1450, 1490, 1550, 1595 and 1625 feet ASL. The workings were all open stopes.

1950's: In the early 1950' s, Anaconda Copper Company explored the area known as the B reef.

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1960's: During the 1960' s, Mr. Lovitt did some exploratory drifting and metallurgical test work on the B reef and adjacent outcropping of reef type materials. Unfortunately, low gold prices and operating difficulties combined to make these orebodies sub-economic.

1970's: Additional exploration was conducted in the area of the B reef by Cyprus Mines Corp. in the mid-1970's leading to the discovery of the B west reef.

1980's: In 1981 Asamera Minerals (U.S.) Inc. (51%) and Goldbelt Mines, Inc. (49%) began assembling a core land package that was necessary to undertake a modern exploration program. In 1982 Breakwater Resources Ltd. acquired control of Goldbelt thereby becoming the 49% participating partner in the venture. Total land holding at that time was approximately 5,000 acres. Diamond drilling in 1982 confirmed the B and B west zones contained a total of 1.5 million tons with an average grade of 0.15 ounces of gold per ton. A feasibility study conducted in that year indicated that a 1,000 ton per day mine-mill complex was viable. In 1983 additional drilling identified the high-grade B north ore zone. Later in 1983, the joint venture embarked on a full scale development program at what became known as the Cannon Mine. During 1984, diamond drilling confirmed and extended known resources, a feasibility study was completed and environmental permits for construction of facilities were received. At year 1984, drilling had established “reserves” of approximately 5,256,000 tons with an average grade of 0.214 ounces of gold per ton, thereby marking the Cannon Mine one of the most significant discoveries in North America. (Note that the reserves or resources were prior to the implementation of Canadian regulatory rules such as National Instrument 43-101). In 1984, the B-Neath zone was discovered by Tenneco Minerals Ltd. On a lease acquired from United Mining Corporation. by the drilling of 22 holes totaling 18,200 feet. This lease was acquired by Asamera in 1985 but Tenneco retained a royalty, which was eventually purchased by Echo Bay Mining. During this time, the Lovitt Mining claims were also explored by Asamera/Breakwater and included some of the subject property (The Compton claims).

1985-94: Cannon mine development and mill construction began in 1984, and operations commenced in July of 1985. Between 1985 and 1994, the Cannon mine produced 1,249,241 oz of gold and 2,075,512 oz of silver from a total of 4,133,101 dry tonnes of ore. Past mine production from the area is outlined in a table below.

Table 11.Past production from Wenatchee area*. (figures vary slightly from the above data)

MINE PERIOD MATERIAL GOLD NOTES PROCESSED PRODUCED LOVITT 1894,1910, Unknown Unknown Intermittent production MINE 1938-39 1949 — 1967 1,036,573 410,482 oz Continuous production, tons average recovered grade

CANNON 1986 — year 448,160 tons 116,514 oz Millhead grade 0.301 oz/t MINE from start of commercial production on January 1. 487,066 tons 136,913 oz Millhead grade 0.308 1987 — year

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523,765 tons 151,634 oz Millhead grade 0.303 oz/t 1988 — year 1989 — year 520,993 tons 150,420 oz Millhead grade 10.46g/t (0.305 oz/t) 1990 — year 480,323 tons 149,327 ozMillhead grade 10.22 g/t 488,768 tons 147,697 oz Millhead grade 9.60 g/t 1991 — year 449,139 tons 127,563 oz Millhead grade 9.2 g/t 1992 — year 388,845 tons 105,478 oz Millhead grade 9.0 g/t 1993 — year 1994 — year to 393,461 tons 122,709 oz Millhead grade 10.7 g/t closure Cannon Mine 41805201, 208,255 oz Total * Sources of data are Washington Division of Geology and Earth Resources Open File Report 90-18, annual reports of Breakwater Resources Inc. and Canadian Mines Handbooks as listed in references.

Recorded production from the Lovitt Mine (which is not part of the subject property) is as follows:

TOTAL GOLD AND SILVER PRODUCTION Lovitt Mine, Wentachee,1949-1967

Year Tons to smelter Grade Grade Tons Grade Grade Ag Total tons Grade Au Grade Ag Au Ag milled Au Imperial oz/t oz/t Imperial oz/t oz/t Imperial oz/t oz/t 1949 9,351 0.557 0.53 9,351 0.557 0.53 1950 43,417 0.744 0.66 43,117 0.744 0.66 1951 52,704 0.49 0.63 52,704 0.49 0.63 1952 38,850 0.385 0.49 38,850 0.385 0.49 1953 57,689 0.422 0.59 57,689 0.422 0.59 1954 52,747 0.419 0.52 57,747 0.419 0.52 1955 60,756 0.407 0.41 60,756 0.407 0.41 1956 61,602 0.398 0.45 61,602 0.398 0.45 1957 68,909 0.368 0.42 68,909 0.368 0.42 1958 62,972 0.351 0.44 62,972 0.351 0.44 1959 31,810 0.961 1.73 31,810 0.961 1.73 1960 40,339 0.859 1.76 40,339 0.859 1.76 1961 40,752 0.584 1.14 40,752 0.584 1.14 1962 3,622 0.348 0.71 40,551 0.393 0.14 44,176 0.389 0.37 1963 5,867 0.155 0.27 82,861 0.29 0.3 88,728 0.281 0.3 1964 6,229 0.266 0.74 88,034 0.193 0.61 94,263 0.198 0.62 1965 2,344 0.101 0.25 85,716 0.226 0.59 88,060 0.223 0.58 1966 1,512 0.23 0.38 90,984 0.19 0.46 92,496 0.191 0.46 1967 6,951 0.227 0.23 6,951 0.227 0.25 Totals 641,472 395,097 1,041,272 Avg 0.45 0.67 0.26 0.42 0.46 0.67 W td Average Grade Au 0.396 W td. Average Grade Ag 0.6 Total oz. Au 410,482 Total oz Ag 625,849 Source Roberts 1990 :

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Mining Conditions

Both mines operated with head grades of one third of an ounce of gold per ton or better and cut off grades in the range of 0.15 - 0.20 oz/t gold. Clearly, from the statements in the Breakwater annual reports, they were hoping to be able to lower the cut off grade and exploit large tonnages of lower grade resources that had been identified, but without success. Various papers written about the exploitation of the Cannon Mine by the Asamera:Breakwater joint venture refer to the difficulties encountered with bad ground conditions, nugget effect and dilution in determining actual grade and then mining to an adequate cut-off (Argall, G.0.1988, Baz-Dresch, J.J., 1990, Tschauder and Gill, 1991). Given such mining conditions then the relatively high average grade being mined relative to the grade that could be mined given the large geological inventory, suggests that the mines had optimized their cut off grade and production

Compton and Matthews Property History (Summarized and amended from Harper, 2005)

In 1986 — 87 after Asamera Minerals Ltd and Breakwater Resources Ltd had initiated production at the Cannon Mine they turned their attention to exploring for additional resources in the area. They pursued the structurally controlled NW — SE trending thrust zone and devoted most of their efforts in the SE direction as to the NW the structure ran under urban areas. South of the Cannon Mine, the Lovitt Mine was already known and therefore the potential in that direction was demonstrated. The joint venture acquired mineral rights over what are now known as the Compton and Matthews properties as well as the property between them (Wenatchee Heights or “Hallauer Lease”). In Figure 28 the Hallauer sublease refers to the intervening property as well as the Compton Property.

Compton Property

In the late 1960's Lovitt Mining Co. briefly explored the Compton Property. The work consisted of driving a 40-foot exploration adit into outcropping silicified and brecciated sedimentary rocks. From the adit six short percussion drill holes were drilled and encountered minor gold values, the best interval being seven feet of 0.21 oz/t gold (Ramrod, 1994).

From 1983 to 1989 Asamera Minerals (US) Inc. drilled 47 diamond drill holes totaling 50,110 feet. The program defined zones of near-surface high-grade gold and silver mineralization and a deeper zone of gold mineralization (Figures X and XX)

In 1999, Yamana Resources Ltd. (Now Yamana Gold Inc.) leased the property. They drilled two diamond drill holes (Com 41 and 42) on the property that intersected weak mineralization.

In 2003, Kimberly Gold Mines Inc. leased the property. In the spring of 2004 they drilled a total of eight diamond core holes (Com 43 to 50), totaling nearly 5,000 ft. The main target was the near-surface zone of silicification previously identified by Asamera. In March 2005, Kimberly commissioned a National Instrument 43-101 report on the Compton Property written by Gerald Harper, Ph.D., P.Eng (Ontario).

Regional exploration efforts were again concentrated on the Compton and Hallauer leases located two miles southeast of the Cannon Mine on Wenatchee Heights. A total of 26,989 feet was drilled in 29 holes at a program cost of $1.4 million. A 6,000 foot adit is expected to be collared in mid-1988 to evaluate the potential of the zone underlying the Hallauer lease."

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The adit was never driven, although a short adit was completed later by Kennecott, and there are no references in subsequent annual reports to more work in that area. Figure 27 shows the three deeper targets under Wenatchee Heinghts ( Compton property, Hallauer lease and Matthew Property. These had sufficient drilling to allow a preliminary resource estimate to be made (by Asamera) to allow the justification of the adit proposal, however the resource estimates were not made public.

Drilling by the Cannon Mine joint venture as well as subsequent drilling by Consolidated Ramrod Gold Corporation (in 1993 — 94) and Yamana Resources Inc. (in 1997 — 98) was successful in intersecting gold mineralisation on both properties.

In 1993 Consolidated Ramrod Gold Corporation acquired title to some or all of the Wenatchee Heights properties areas and undertook a drilling program over a two year period resulting in eleven holes (93-1 through 93-7 and 94-8 through 94-11). Note that the history of Consolidated Ramrod following the 1994 program was complicated for those who may be trying to recover data from Wenatchee: In 1989, Consolidated Ramrod Gold Corporation (“Ramrod”) and Strongbow Resource Corporation (“Strongbow”) amalgamated under the Company Act (British Columbia). The amalgamated company maintained the Ramrod name. On March 25, 1996, the company’s name was changed from Consolidated Ramrod Gold Corporation to Quest International Resources Corporation (“Quest”). On February 12, 1997, Quest was continued in the Yukon Territory, Canada, under the Business Corporations Act (Yukon Territory) and on May 27, 1999, its share capital was consolidated on a five for one basis and the name was changed to Standard Mining Corporation. Lately, Standard was purchased for shares by Doublestar Resources Ltd (TSXV)

In 1994 Kennecott Northwest Exploration was actively examining one or more of the properties and reported to have driven the short adit on the Compton Property.

In 1997, Yamana's annual report states that: "The best intercepts are in the directionally drilled holes (drilled out from the primary vertical hole, at an angle roughly parallel to the horizon), which were able to intersect the almost vertically standing body of mineralization. The best intercept is in MAT-20 which shows 30 feet at 1.357 oz/t Au. Other very interesting intercepts are holes MAT 94-10 and 10A which showed 70 feet at 0.207 oz/t Au and 25 feet at 0.486 oz/t Au, respectively. Holes on the Compton property north of Mathews also intercepted numerous, very encouraging gold values, notably hole COM- I A, with 65 feet at 0.274 oz/t Au. Examples of other assay runs include hole COM-27 with 20 feet at 0.402 oz/t Au and COM-29 with 5 feet at 1.038 oz/t Au. These ore-grade intercepts demonstrate excellent discovery potential for several Cannon mine-size orebodies."

On the Compton property a shallow zone of gold mineralisation was outlined as well as deeper intercepts suggestive of another lens at depth. On the Mathews property deep intercepts demonstrated the presence of the favourable zone of silicification with gold mineralization. Figure XX is a reproduction of one of the two illustrations on page 14 of the Annual Report for 1998 of Yamana Resources Inc. It shows the properties controlled by Yamana at the time and summarises some gold resources, production and best intercepts. Figure XX is a schematic section, demonstrating the density of diamond drilling along the belt. The vast majority is at the NW end on the Compton property and at the SE end on the Mathews property.

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Matthews Property

Asamera and partner Breakwater conducted exploration along the Wenatchee Gold Belt in 1988 (“WGB”) and discovered significant mineralization on the Mathews property. The property was explored by 35 core holes totaling 76,855 ft (23,425 m). Upon closure of the Cannon Mine Asamera's parent company, Gulf Minerals, decided to terminate all activities in the Wenatchee Gold Belt.

In 1993, Consolidated Ramrod, Inc. optioned the Mathews property. From 1993 to 1994, Ramrod drilled a total of twelve core holes totaling 26,304 ft. (8,017 m), including three holes utilized directional drilling techniques to intercept the steep-dipping targets at a more favorable angle. Ramrod relinquished the property in 1995.

Kimberly Gold Mines leased the Mathew's property in 2003, and has spent significant time evaluating the extensive data obtained with the property. In 2005, Kimberly retained Gerald Harper of Gamah International, Ontario, Canada, to compile a National Instrument 43-101 report on the property.

Drilling

Some of the better past drilling intercepts for the respective properties (amongst others of lower values) are given in the following Tables:

PAST DRILL RESULTS COMPTON PROPERTY, WENATCHEE

Hole ID From (ft) To (ft) Interval Au (oz/t) Length Assay Au (ft) m. g/t COM-1 65 85 20 0.05 6.10 1.71 COM-1A 120 185 65 0.27 19.82 9.26 COM-1D 65 85 20 0.06 6.10 2.06 COM-26 1545 1550 58 0.25 17.68 8.57 COM-26 1615 1640 25 0.07 7.62 2.40 COM-26 1795 1825 30 0.15 9.15 5.14 COM-27 1500 1520 20 0.4 6.10 13.71 COM-28 160 180 20 0.55 6.10 18.86 COM-29 100 105 5 1.04 1.52 35.66 COM-30 125 130 5 0.33 1.52 11.31 COM-31 135 155 20 0.07 6.10 2.40 COM-31 160 170 10 0.73 3.05 25.03 COM-33 70 100 30 0.11 9.15 3.77 COM-33 105 110 5 0.38 1.52 13.03 COM-36 1540 1650 110 0.03 33.54 1.03 COM-36 1895 1930 35 0.05 10.67 1.71 From Press Releases by Kimberley Gold Mines Inc.

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Table 2: Summary of best intercepts from drilling at the Mathews property.

PAST DRILL RESULTS MATTHEWS PROPERTY, WENATCHEE Hole From (ft) To (ft) Length Gold Length Gold (g/t) (ft) (oz/t) meters MAT 2 1730 1745 15 0.154 4.6 5.28 MAT 2 1845 1850 5 0.159 1.5 5.45 MAT 4 2005 2030 25 0.272 7.6 9.33 MAT 7 1590 1600 10 1.30 3.0 44.59 MAT 7 2485 2490 5 0.175 1.5 6 MAT 8 1790 1840 50 0.177 15.2 6.07 MAT 8 1965 1970 5 0.168 1.5 5.76 MAT 13 1775 1815 40 0.338 12.2 11.59 MAT 14 1755 1760 5 0.195 1.5 6.69 MAT 17 2015 2030 15 0.107 4.6 3.67 MAT 20 1770 1800 30 1.357 9.1 46.55 MAT 20A 1800 1815 15 0.320 4.6 10.98 MAT 25 1595 1600 5 0.139 1.5 4.77 MAT 25 1630 1635 5 0.345 1.5 11.83 MAT 93-1 1865 1905 40 0.229 12.2 7.85 MAT 93-3 1840 1845 5 0.184 1.5 6.31 MAT 93-6 1655 1685 30 0.121 9.1 4.15 MAT 94-8 2535 2540 5 0.108 1.5 3.7 MAT 94-8 1630 1650 20 0.113 6.1 3.88 MAT 94-8 1720 1730 10 0.225 3.0 7.72 MAT 94-8 1760 1765 5 0.530 1.5 18.18 MAT 94-10 1855 1880 25 0.119 7.6 4.08 MAT 94-10 1925 1995 70 0.207 21.3 7.10 MAT 94-10 2050 2060 10 0.16 3.0 5.49 MAT 94-10A 1835 1840 5 0.113 1.5 3.88 MAT 94-10A 1945 1970 25 0.486 7.6 16.67 MAT 94-11 2040 2055 15 0.116 4.6 3.98 From Press Releases by Kimberley Gold Mines Inc.

If there has been any Geochemical or Geophysical surveys on the Compton or Matthews properties, these have not been publicly reported.

The above drill intercepts have been re-interpreted and re-calculated by the writer. These are displayed on page 55 and 56 of this report.

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GEOLOGICAL SETTING Regional Geology and Tectonics

The following discussion is summarized from a short article by Lynn Moses (Geological Map of Washington)

The geology of Washington State is highly diverse; rocks of Precambrian age, as well as from every geologic period from Cambrian to Quaternary, are represented. The state, situated on the active plate margin, has been subject to continental collisions, metamorphism, intrusion of igneous rocks, extensive continental volcanism, mountain-building, erosion, and massive flooding.

The Wenatchee area is situated at the Eastern side of the Cascade Mountains and at the northwest margin of the Columbia basin. To the northwest is an area known as the Okanagan Highlands

The Cascade Range consists of an active volcanic arc superimposed upon bedrock of Paleozoic to Tertiary age. Pliocene to recent uplift has created high topographic relief. As a result, the Cascades are an effective barrier to moisture carried eastward by prevailing Pacific winds, creating dry conditions in much of eastern Washington. A major east–west geologic break, tracing generally along Interstate 90 between Ellensburg and Seattle, separates the Cascades into northern and southern portions.

The North Cascades are composed of faulted and folded Mesozoic and Paleozoic crystalline and metamorphic rocks and Tertiary intrusive, volcanic, and sedimentary rocks. On the east side, the Methow Valley contains the thickest stratigraphic section of Cretaceous marine sedimentary rocks in the state. To the west, Paleozoic and Mesozoic marine sedimentary and volcanic rocks were deformed by complex thrust faulting during late Cretaceous subduction. Lower Tertiary sedimentary rocks, such as the Chuckanut Formation, were deposited in rapidly subsiding, fault-bounded basins. Tertiary plutons cut a variety of older rocks throughout the North Cascades. Two Quaternary stratovolcanoes dominate the North Cascades—Mount Baker and Glacier Peak—both less than 1 million years old. The rugged topography of the North Cascades is a result of Pleistocene and Holocene glaciation. This region is second only to Alaska for the greatest concentration of alpine glaciers in the U.S.

The South Cascades consist of Tertiary volcanic and sedimentary rocks. At the beginning of the Tertiary, an erosional plain occupied the area. Cascade-arc volcanism began in the early Tertiary, and sediments derived from those eruptions interfingered with sediments being deposited on the platform. Mount Rainier, Mount Adams, and Mount St. Helens, all active volcanoes less than a million years old, are current examples of Cascade-arc volcanism. The paleocanyon of the Columbia River was filled first with fluvial channel deposits and then by intracanyon flows of Columbia River basalt. During the Quaternary, the gorge was the site of large landslides. It was also an outlet for the cataclysmic Missoula floods.

The Okanogan Highlands to the northeast of Wenatchee, are characterized by rounded mountains (up to 8,000 feet) and deep, narrow valleys. The Columbia River divides the Okanogan Highlands in two. The eastern half contains the oldest rocks in the state, which are Precambrian metasedimentary rocks overlain by Paleozoic marine rocks deposited on an actively subsiding continental margin. The western half of the province was formed by deposition of sediments and volcanic rocks offshore to the west of the continental margin. Early Tertiary volcanic eruptions filled the western basins with volcanic debris, which was later covered by fluvial and lacustrine sediments. During the Quaternary, ice sheets covered the Okanogan Highlands, reshaping the landscape and forming lakes in the Columbia and Pend d’Oreille River valleys.

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FIGURE 6. SKETCH OF GENERALIZED GEOLOGY, WENATCHEE AREA

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LOCAL (PROPERTY) GEOLOGY

The geological discussion which follows has been shortened and amended from various sources including Margolis (1989), Booth (2004 and 2005) and the Technical Report by Harper (2005). The Margolis paper (in “Economic Geology”) specifically describes the geology in the subject area.

Geologic Setting

The Chiwaukum graben is a strike-slip basin, defined by the Entiat fault zone to the east and the Leavenworth fault zone to the west. Although Quaternary deposits obscure the geology south of the city of Wenatchee, the Entiat fault is thought to curve to the southwest, or alternatively be fault-offset beneath Wenatchee Heights (where it is informally called the Wenatchee Heights fault zone). This fault system was thought to be active before, during, and after deposition of the Tertiary Chumstick sediments within the graben. There is no evidence of intrusive or hydrothermal activity southeast of the trace of the Wenatchee Heights fault zone (but a volcanic felsic center is postulated to underlie the central part of Wenatchee Heights.

The area between the Entiat and Leavenworth faults thus is occupied by the Chumstick Formation of Middle to-Late Eocene age, a basin-fill sequence of continental arkosic sandstone with interbedded mudstone, siltstone, and conglomerate. Interbedded tuffs are between 49 and 41 million years old (Ma), although the top of the formation may be close to the Eocene-Oligocene boundary. The Chumstick Formation (and in places the Upper Swauk formation) hosts the Wenatchee epithermal mineralization. The Eagle Creek fault (adjacent to many of the mineralized zones) was active during Chumstick deposition. Near Wenatchee, pre- and postmineralization Eocene intrusions are restricted to a narrow, northwest-trending zone on strike with the Eagle Creek fault, which may have provided ingress for magma during basin formation. Pre- mineralization dikes and stocks range from basaltic andesite, possibly of alkalic affinity, to hornblende andesite and dacite and are variably altered.

The Chumstick Formation was regionally folded prior to the deposition of the overlying and younger Wenatchee Formation, (Oligocene age -34 Ma). The Wenatchee Formation unconformably overlies the Chumstick Formation and older rocks and consists of at least 300 meters (1000+ ft) of quartzose sandstone, shale, and minor tuffaceous beds. Dikes and sills of hornblende andesite, dated at 29 Ma intrude both the Wenatchee and Chumstick Formations.

Much of the area south of the Cannon mine is covered by basaltic diamictite (conglomerate) of Pliocene age and unconsolidated deposits of Quaternary age.

Norco Volcanic Complex

A section of altered felsic volcanic rocks of Eocene age, informally termed the Norco volcanic complex, underlies diamictite in the vicinity of the “Norco well”, a wildcat well drilled for natural gas in the 1930's. Information on this volcanic complex is from examination of 12,000 ft of drill core from six drill holes (adjacent to the Norco well).

According to Margolis, the Norco volcanic complex consists of a basal section of porphyritic rhyodacite flows and flow breccias. The flows are overlain by more silicic, strongly welded rhyolite ash-flow tuffs and interbedded, discontinuous horizons of bedded breccias, as much as 60 m thick, which may be hydrothermal explosion deposits. An age of 47.3 ± 1.8 million years was obtained from biotite in a relatively unaltered rhyodacite flow at the base of the section. The volcanic rocks vary in thickness from 100 to 200 m; their complete areal extent has not been delineated. Similar lithologies have not been found elsewhere in the Chiwaukum graben, although

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 21 thin air-fall and ash-flow tuffs are present in the Chumstick Formation. The felsic volcanism predates mineralization because both the Norco volcanic complex and at least 100 m of overlying arkose are weakly altered and mineralized.

Compton tuff

A strongly welded, felsic ash-flow tuff, about 30 m thick, has been delineated by drilling and mapping from the area of the Norco well northwest to the rhyolite exposed at Rooster Comb, several hundred meters northeast of the Lovitt mine. This unit, informally named the Compton tuff by Margolis contains quartz, biotite, and oligoclase phenocrysts, is partially perlitic, and has been dated at 46.2 ± 1.8 Ma. The similarity in phenocryst assemblage between this tuff and the Norco volcanic complex tuffs, the proximity of the tuff to the Norco volcanic complex, and its age suggest that it may be an outflow sheet from the Norco volcanic complex.

Structural Geology

Following the mineralization and after the deposition of the Wenatchee volcanics, the area has been affected by northwest trending folds and thrusts, in a belt at least 6 km wide by 15 km along strike This zone consists of three major southwest-dipping reverse faults and associated folds produced by the propagation of the faults

The footwall fissure reverse fault in the Lovitt mine and the Dry Gulch reverse fault were recognized previously by Lovitt and consultant Gus Skerl, but the relationship of the faults to mineralization and folds was not resolved at that time. The fold and thrust pattern was superimposed upon a regional anticlinorium in the Chumstick Formation which developed prior to deposition of the Wenatchee Formation. The axis of this anticlinorium coincides with the easternmost reverse fault, and the southwest-dipping, generally bedding-parallel reverse faults failed to propagate in the northeast-dipping limb of the anticlinorium.

In the area of exposed and near-surface mineralization south of the Cannon mine, (including the Lovitt Mine and Compton property, the structure consists of a fault-propagation fold (Lovitt anticline) cored by the footwall fissure reverse fault, as shown in the accompanying figures. The term "footwall fissure" was first used because the fault marks the footwall to the “D reef” (silicified zone) and mineralization at the Lovitt mine. The fault is listric and dips southwest, and drag folding exposed in the footwall northeast of the fault indicates reverse movement. Right-lateral, nearly north-striking faults offset the D reef and the footwall fissure by as much as 100 meters within the Lovitt mine, and offset alteration patterns. The angle between the footwall fissure and the right-lateral faults is about 30º, suggesting that the right-lateral faults are tear faults which were active during the northeast compression that caused the reverse faulting.

The footwall fissure at the D reef is marked by a mudstone-rich section which, due to its incompetence with respect to adjacent altered arkose, preferentially accommodated bedding-parallel deformation. The mudstone-rich section is as much as 15 m thick and characterized by slickensides indicating plastic movement; thinner beds of unaltered arkosic sandstone within the mudstone are disrupted and boudinaged. The footwall fissure is a narrow zone of discontinuous, en echelon faults accommodated by discontinuous mudstones. At the northwest margin of the D reef, a similar section of variably deformed mudstone marks the hanging wall of the mineralized arkose; the mineralization is, therefore, generally strata bound. Mineralization in the Cannon mine is similarly confined between mudstone-rich sections, and thus, similar relationships are probably present in the Compton and Matthews areas.

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Mineralized zones From the area of Rooster Comb southeast through the area of Compton's Knob, two tabular zones of mineralization, generally parallel to bedding, have been delineated (see accompanying figures X and XX).

• One zone, the hanging-wall zone, occurs in the hanging wall to the footwall fissure; The hanging-wall zone includes the D reef of the Lovitt mine and alteration at and subjacent to Compton's Knob.

• the second zone, the footwall zone, occurs in the footwall of the fault. The footwall zone is concealed by landslide deposits southeast of Squilchuck Canyon and only poorly exposed northwest of the canyon at the Lovitt mine. The zone lies east of Compton's Knob and the D reef and consists of silicified sandstone and conglomerate stratigraphically below a laterally continuous mud-stone which underlies the Compton tuff. On the northeast limb of the Lovitt anticline, the footwall zone dips northeast about 35º to 45º, but because of post-mineralization drag-folding by the footwall reverse fault, the section is steep to overturned adjacent to the fault.

Throughout the district, alteration occurs only stratigraphically below the mudstone and Compton tuff. If this zone is laterally extensive, it should occur on the southwest limb of the Lovitt anticline beneath the Wenatchee Formation.

DEPOSIT TYPES

Deposits in the area have been identified as classic Epithermal - Low-Sulphide deposits. These deposits, which are described in more detail on the following pages, are related to The fault-bounded Chiwaukum graben, and possibly to a center of young Tertiary felsic volcanics which is covered but underlies the Wenatchee Heights area (as known from drilling).

MINERALIZATION

The several areas of mineralization are identified on the accompanying sketch of the Wenatchee Gold Belt. (Figure XX)

The following discussion of the geology and mineralization is adapted from a paper by Margolis (1989).

In the various gold deposits in the Wenatchee area, epithermal gold mineralization of Eocene age (44 Ma) is hosted by the Eocene Chumstick Formation, a sequence of interbedded arkosic sandstone, conglomerate, and mudstone. The district-scale structure is dominated by a post-mineralization, northeast-verging fold, and a thrust belt which consists of three major southwest-dipping reverse faults and associated folds produced by the propagation of the faults. These are contained within the Chiwaukum “Graben”

Hydrothermal alteration and mineralization is hosted by Chumstick arkose, minor Eocene dacite, and andesite dikes, and locally, Eocene felsic volcanic rocks (flows, ash flows, eruption breccia) and extends through the subject area for at least 4 km southeast of the Cannon mine.

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 23

FIGURE 7. DEPOSITS IN THE WENATCHEE GOLD BELT.

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MINERALIZATION (Continued)

Arkose-hosted alteration consists of zones of silicification which grade symmetrically outward to argillization and a widely dispersed, district-scale propylitic alteration. Alteration is strata bound within units of arkosic sandstone and conglomerate bound or capped by mudstone-rich sections.

• Features of the propylitic zone include the growth of pyrite within detrital biotite and the replacement of plagioclase by carbonate and epidote. • The argillic assemblage includes hydrothermal kaolinite and sericite. • Silicification consists of silicic hydrothermal breccias and pervasive quartz flooding closest to the argillic zone; hydrothermal K feldspar (Adularia) is common. • Typically, a transitional subzone containing abundant quartz veins (quartz stockwork) occurs between the argillic and silicic zones.

In the area from the Compton property to the Shaft claims, and including Wenatchee Heights, Two laterally extensive strata-bound alteration zones (approx 2 km along strike) have been delineated,

• one largely bound by mudstones in the hanging wall of a post-mineralization reverse fault, and • one in the footwall of the fault and bound above by a mudstone and ash-flow tuff.

The absence of alteration stratigraphically above the footwall zone indicates that it is the stratigraphically highest mineralized aquifer in the district. Hydrothermal fluids appear to have migrated laterally along at least two laterally extensive aquifers which were stratigraphically stacked.

Production in the gold district has occurred from the Lovitt mine, also known as D reef and from the Cannon mine or B reef to the northwest. Similar epithermal mineralization, consisting of altered and mineralized arkose, extends southeast from the Cannon mine, to the dormant Lovitt mine, and to the subsurface of Wenatchee Heights (including the Compton and Matthews properties)

Mineralization at the Cannon mine has been dated at 44 Ma (K-Ar on adularia;. Porphyritic rhyolite of the Wenatchee dome, adjacent to the Cannon mine, is interpreted as a post-mineralization intrusion based on its lack of alteration and K-Ar age of 43 Ma.

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EXPLORATION

In 2003, Kimberly Gold Mines Inc. leased the Compton and Matthews properties.

Recent work has included diamond drilling by Kimberly Gold Mines inc. (in 2004 and 2005) of shallow targets on the Compton property after compilation of historic data.

Booth (2004a) states:

• "The primary target type being tested at the Compton property is epithermal gold mineralization occurring in a structural and host-dependent setting. The targets occur in blocks of coarse-grained arkose and interbedded sedimentary rocks that have sheared margins which presumably confined movement of gold-bearing fluids. Gold mineralization in the vicinity of the Compton property lies at or near the surface (approximately 1250 ft above sea-level)."

• "The secondary target type being tested was the occurrence of silver-gold mineralization intercepted in the west strand of the Eagle Creek Fault. It is hypothesized that the west Eagle Creek Fault zone was a conduit for epithermal fluids rising up from the deep Compton target."

The deep Compton target was not explored by the Kimberly 2004 program. Eight drill holes were completed directed at the shallow targets. All intersected zones of silicification but only two intersected discrete zones of gold mineralization with grades in excess of 1 gram per ton (0.03 oz/t).

In drawing conclusions about the work Booth (2004a) noted that the hydrothermal systems seem to pinch and swell, that the gold and silver mineral contents are very erratic, geology and structure are complex and that the typical drill spacing of 200 feet was too great to define the dimensions of mineralized zones. No resources determination was made by Booth (2004a).

DRILLING

2004 Program at Compton

Considerable drilling had been done by Asamera and partners prior to the involvement of Kimberly Gold.

In the spring of 2004 Kimberly Gold drilled a total of eight diamond core holes (Com 43 to 50), totaling 4,978 ft. The main target was the near-surface zone of silicification previously identified by Asamera, and a secondary target was the continuation of the zone of silicification and gold mineralization to the southeast. The program did not explore the deep Compton target. The drilling was supervised by Matthew Booth, B.Sc., Consulting Geologist.

The proposed holes (in 2004), and the actual holes drilled, were As follows:

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2004 Proposed and Actual Drill Holes

Name Angle Azimuth Distance (ft) Proposed Actual Proposed Actual Proposed Actual Com 43 -45 -45 090 084 700 712 Com 44 -60 -60 90 085 600 553 Com 45 -45 -46 070 072 650 700 Com 46 -60 -59 070 074 600 602 Com 47 -45 -48 070 071 650 682 Com 48 -65 -65 070 079 700 640 Com 49 -45 -45 100 099 600 640 Com 50 -45 -45 040 036 500 449 Total 4978

The following are the best intercepts (among others of lower value) as determined by Booth.

In Phase I drilling, holes 43, 44, and 50 targeted a high-grade gold area where Asamera drilling returned intercepts up to 3.1 opt gold, with the aim of expanding the zone to depth (DDH Com 44) and to the north (DDH Com 50). Hole 44 appears to have been drilled at too steep an angle and may have drilled beneath the zone.

Phase II drill holes (numbered COM 45-50) were located to expand the known area of silicification to the south-east and to expand the high silver intercepts found previously discovered by drilling in the West Eagle Creek Fault System by Asamera and Yamana Resources. All holes except for 49 cut broad zones of silicification with elevated gold and silver mineralization, but with no values exceeding 1gram per ton gold. The results appeared to confirm the data previously obtained by Asamera and expand the potential to the north. Step-out drilling (holes 45-50) indicates that the limits of the near surface epithermal system can be expanded and the program increased knowledge about the West Eagle Creek Fault that is the eastern boundary of the system.

A detailed description of the results of drilling was provided by Booth (2005) as follows (verbatim)

Hole Com 44

Hole Com 44 was drilled at the same collar as hole 43. Its purpose was to verify the high grade zone intercepted in the Asamera drilling in the 1990's. The hole was drilled at a 60o angle to intersect the silicified zone below hole Com 43 to test for continuation of mineralization and geology vertically to

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 27 see if the gold bearing silicified zone continued to depth. The hole was terminated after passing through the West Eagle Creek Fault Zone. The hole encountered a zone of silicified arkose from 98 ft to 462 ft, where the hole passed through a shear zone and into clay-unaltered sedimentary units. Hole 44 did not intersect any zones of significant (> 1 ppm) gold mineralization.

Hole Com 45

Hole 45 was located approximately 200 ft to the southeast of holes 43 and 44. This hole was designed to confirm the data obtained by Yamana drill-hole Com 42. This hole was drilled at a 45o angle. The hole encountered a zone of silicified arkose at 401 ft (after a minor fault zone) to 534 ft, where the hole entered a fault zone. Hole 45 did not intersect any zones of significant (> 1 ppm) gold mineralization.

Hole Com 46

Hole 46 was drilled from the same collar as hole 45. The hole was drilled at a 60o angle to intersect the silicified zone identified in hole 45 at a deeper depth. A silicified zone was intersected at 368 ft to 412 ft, and a second zone at 472 ft to 573.5 ft where the hole entered a fault zone. Hole 46 did not intersect any zones of significant (> 1 ppm) gold mineralization.

Hole Com 47

Hole 47 was drilled approximately 200 ft to the southeast of holes 45 and 46. The hole was designed to test the continuation of the silicified zone to the south, parallel to the West Eagle Creek Fault Zone. The hole encountered silicified arkose at 421.5 ft (after a fault zone) to 501 ft. (zone terminated by a fault). Hole 47 did not intersect any zones of significant (> 1 ppm) gold mineralization.

Hole Com 48

Hole 48 was drilled from the same collar as hole 47. The hole was drilled at a 65 degree angle, and as designed to test the silicified zone below hole 47. The hole encountered a silicified zone from 492 ft to 536 ft and a second zone at 586 ft to 640 ft. Hole 48 did not intersect any zones of significant (> 1 ppm) gold mineralization.

Hole Com 49

Hole 48 was drilled from the same collar as holes 47 and 48. The hole was drilled at a 45 degree angle, and orientated 100 (easterly) to test for the south-easterly continuation of the silicified zones encountered in holes 47 and 48. The hole did not intersect any zones of silicification. Hole 49 did not intersect any zones of significant (> 1 ppm) gold mineralization.

Hole Com 50

Hole 50 as drilled from the Compton Knob area (approximately 50 ft east of holes 43 and 44), and was designed to further confirm historical drill log and assay data obtained by Asamera, and to explore for the continuation of the silicified zone to the north of the surface explore at the Compton Knob, and area that have received very little exploration. The hole encountered a silicified zone from 22 ft to 352 ft. The hole was terminated at 450 ft in clay altered arkose and siltstone of the Chumstick Formation.

The favourable intercepts are listed in the Table above, and the authors confirmation intercepts are presented in a subsequent section of this report.

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 FIGURE 8. GEOLOGICAL PLAN FOR COMPTON PROPERTY (MARGOLIS 1989) LEGEND FOR FIGURE 8. MARGOLIS GEOLOGICAL PLAN FIGURE 9. GEOLOGICAL CROSS SECTION - COMPTON AREA (MARGOLIS 1989) FIGURE 10. DRILL PLAN - COMPTON PROPERTY (BOOTH 2004) FIGURE 11. GEOLOGICAL CROSS SECTION THROUGH COMPTON PROPERTY (Margolis 1989) FIGURE 12. DRILL SECTION - COMPTON PROPERTY (BOOTH 2004) FIGURE 13. DRILL PLAN FOR MATTHEWS PROPERTY (BOOTH 2004) FIGURE 14. MATTHEW DRILL SECTION 200 NW (Modified from Booth 2004) FIGURE 15. MATTHEW SECTION 600 NW (Modified after Booth 2004) TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 37

Matthews Property and Shaft Claims

Kimberly has not drilled as yet at the Matthews property. A total of 11,000 ft of drilling was recommended in Phase I by Matthew Booth (2005) for the 2005/6 season at an estimated cost of $660,000. This was to be followed, contingent on favourable results, by a second phase.

SAMPLING METHOD AND APPROACH

When Harper visited this property in 2005, he collected due diligence “character” samples from the adit and from some of the drill core which was assayed for gold. Protocol for collection has been described earlier in this report and is the same for all of the sampling, sample transport and assaying described in the report.

The result of that sampling was to demonstrate that gold values do occur in the extremely wide range of values determined by prior sampling. Figure 31, which incorporates all recent assaying from drilling along the Compton - Matthews belt, displays the frequency distribution of results. It is evident there is not a significant concentration of higher grade samples representing a discrete sub-population of mineralized material.

The drill samples collected by Booth for the Compton property in 2005 were standard half split core, bagged and tagged and submitted.

SAMPLE PREPARATION, ANALYSES AND SECURITY

Samples in 2004-2005 were analyzed by Chris Christopherson Inc., 1020 Mckinley Avenue, Kellogg, Idaho, 83837, USA Tel: (208) 784-1233. Assay procedure was as follows: Fire Assay with AA finish, reported in ppm's. For samples with greater than 3 ppm gold value, repeat with gravimetric finish, reported in ounces per ton (OPT). Samples returning values greater than 1 ppm were assayed three times to produce an accurate average. Samples returning values greater than 3 ppm were assayed utilizing both Atomic Absorption and Gravimetric procedures, and assayed 3 times to produce an accurate mean value. The writer has not seen the original analytical sheets but has no reason to doubt the accuracy of the assaying. The independent laboratory is used by a number of exploration companies and by the EPA.

ADJACENT PROPERTIES

The writer has have no direct or indirect beneficial interest in the properties described or any relationship to the companies involved. The subject company has no ownership rights of these properties. The information is provided solely for the benefit of the reader and for comparison with the subject properties.

Cannon Mine

A great deal has been written concerning the history and geology of the Cannon Mine, situated a few miles north of the subject Compton and Matthews properties. The following material is largely compiled and summarized from materials from a website devoted to the Cannon mine and other materials by Baz-Dresch, Derkey, and others.

The Cannon mine, along with the Lovitt (L-D) mine has been the central focus of mining in the

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Wenatchee gold belt. Its history began in 1885 when a prospector named V. Carkeek staked two claims, less than a mile south of the area later occupied by the Cannon mine on exposures over what became known as the Gold King, Golden King, Wenatchee, Squillchuck and eventually the “D-reef”.

History

The discovery of gold in the Wenatchee area dates back to the 1880' s, when early prospectors staked gold bearing quarts veins and silicified sandstone outcrops, known at the time as "reefs". Initial gold production occurred in 1894 from a stamp mill, but processing of the fine material proved difficult and production did not resume until 1910, continuing for only a short time.

Mining occurred intermittently in the 1930' s and 1940' s until 1949 when Mr. E.H. (ED) Lovitt began mining in earnest what is commonly referred to as the D reef mine.

In the early 1950' s, Anaconda Copper Company explored the area known as the B reef. During the 1960' s, Mr. Lovitt did some exploratory drifting and metallurgical test work on the B reef and adjacent outcropping of reef type materials. Unfortunately, low gold prices and operating difficulties combined to make these orebodies subeconomic. Additional exploration was conducted in the area of the B reef by Cyprus Mines Corp. in the mid-1970's leading to the discovery of the B west reef.

In 1981 Goldbelt Mines, Inc. and Asamera Minerals (U.S.) Inc. began assembling a core land package that was necessary to undertake a modern exploration program. In 1982 Breakwater Resources Ltd. acquired control of Goldbelt thereby becoming a full participating partner in the venture. Joint venture ownership is currently constituted with Asamera as operator with a 51 percent interest and Breakwater with a 49 percent interest. Total land holding now approximate 5,000 acres.

Diamond drilling in 1982 confirmed the quality and quantity of reserves in the B and B west orebodies with a total of 1.5 million tons of ore with an average grade of 0.15 ounces of gold per ton. A feasibility study conducted in that year indicated that a 1,000 ton per day mine-mill complex was viable.

In early 1983 exploratory drilling identified the high-grade B north ore zone. After a successful followup exploration program completed in 1983, the joint venture embarked on a full scale development program at the Cannon Mine. During 1984, diamond drilling confirmed and extended known ore reserves, a feasibility study was completed and environmental permits for construction of facilities were received.

Initial Resources and Reserves

At year 1984, drilling had established “geological ore reserves” of approximately 5,256,000 tons with an average grade of 0.214 ounces of gold per ton, thereby marking the Cannon Mine one of the most significant discoveries in North America.

(As this date was considerably prior to the implementationof National Instrument 43-101 (In Canadian jurisdictions), the above estimate is not in compliance. However, the resources and reserves were validated by mining.

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Production

Total production is as follows:

Table 1. Production summary of the Cannon mine, 1985-1994.

Year Dry Gold Silver tonnes shipped shipped milled (oz) (oz) 1985 136,539 26,481 37,637 1986 414,695 123,651 189,839 1987 450,694 138,881 195,054 1988 484,653 151,633 263,027 1989 482,089 150,421 302,730 1990 480,318 149,327 252,120 1991 488,763 147,697 235,822 1992 449,138 127,303 205,546 1993 352,751 105,477 176,240 1994 393,461 125,370 213,497 1995 * 3,000 4,000 Totals 4,133,101 1,249,241 2,075,512 * No production was expected in 1995; however, gold and silver was recovered during dismantling and cleanup of the mill.

The Lovitt (L-D) mine and Cannon mine together produced 1,661,723 oz of gold and 2,704,361 oz of silver.

In terms of its annual production, the Cannon mine was one of the largest underground gold mines in the U.S. It included more than 6 mi of underground tunnels and reached a depth of about 1,100 ft below the surface—or nearly to sea level. Most of the ore from the Asamera–Breakwater joint venture was brought to the surface from a single shaft, which was 850 ft deep, concrete lined, and 18 ft in diameter. Ore was hoisted by two 7-ton-capacity skips using a 500-horsepower electric motor.

Once at the surface, ore was crushed and sent to an ore bin prior to delivery to a rod mill. A ball mill finished grinding the ore to the consistency of face powder. The finely ground material was then sent to flotation cells where the gold-bearing minerals were coated with potassium amyl xanthate in water; causing them to float when vigorously agitated. The gold- and silver-bearing concentrate was then dried and shipped to various smelters in the U.S. or Japan, where the gold was recovered. Each ton of concentrate contained about 6 oz each of gold and silver. No cyanide was used in producing the gold or silver.

When the Cannon mine was closed, the millwas dismantled and sent to Snow Lake, Manitoba, where it was reassembled for a milling operation.

Derkey notes: “Exploration continues along the Wenatchee gold belt for additional ore bodies like that at the Cannon mine. The belt is known to extend for at least 9.5 mi (Gill, 1994). However, the mineralization is deep, and exploration is therefore costly”.

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Geology at the Cannon Mine

Gold mineralization at the Cannon Mine occurs primarily as free gold and electrum, accompanied by minor amounts of pyrite and trace amounts of arsenopyrite, marcasite and chalcopyrite. The gold is predominantly very fine grained, but visible coarse grained gold is occasionally observed within distinctly banded quartz veinlets. The mineralization is directly related to pervasively silicfied host rocks and to these high grade veinlets developed within the silicified envelope.

The northwest striking elongate orebody is hosted within a sequence of Eocene (+40 million years old) continental fluvial and lacustrine sediments (The Chumstick Formation) which have been folded, faulted and intruded by later Tertiary rhyodacites and andesite. The mine portal, decline, shaft and main access working are driven in the competent Wenatchee Dome rhyodacite located in outcrop to the immediate east of the orebody; the prominent Saddle Rock andesite body can be seen just west of the mine site.

Alteration/silicification and mineralization appear to be associated with the rhyodacite intrusive event. The role of this intrusion during mineralization was probably to provide a heat source and focusing mechanism for the hydrothermal fluids which deposited the silica and gold; the porous and fractured sediments providing structural control and physical limits to the mineralizing system.

The "B" Reef orebody is divided into several zones in order of discovery as "B", "B" West, and "B" North and B-Neath zones. This approximately tabular zone has a strike length of about 800 feet, and is about 400 feet wide by 200 feet high. The top of the southward plunging zone ranges from 200 to 400 feet below the surface. Gold mineralization is shown below and a schematic depiction of the orebodies follows.

FIGURE 16. GOLD ORE FROM THE CANNON MINE

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FIGURE 17. SCHEMATIC VIEW OF THE CANNON OREBODIES (Source: http://www.geocities.com/cannon_mine

FIGURE 18. SCHEMATIC VIEW OF THE CANNON MINE

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 FIGURE 19. SKETCH OF MINERALIZED ZONES AT THE CANNON MINE (Source: 1988 Asamera Annual Report) TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 43

Mine Operation (Source: http://www.geocities.com/cannon_mine)

“The Cannon Mine is serviced by both a vertical shaft and decline ramp. The shaft is 18 feet in diameter and concrete lined to a depth of 620 feet. The automated skip loading station is located at the 550 level. The shaft is equipped with two 7-ton skips and automated drum hoist. The main decline ramp is 12 feet by 15 feet at a 15 percent grade. The decline serves all of the main production levies with access and as the primary ventilation system. The main decline, as well as the shaft, shop, crusher room and sumps, is located in the rhyodacitic Wenatchee Dome which is a highly competent, long term stable rock. Access from the main decline ramp to the orebody is by horizontal cross-cuts. There is an additional 15 percent ramp within the orebody itself connecting the various levels.

Current mine planning calls for overhand cut-and-fill to be primary method and room-and-pillar with delay backfill to be used in lower grade areas. Present plans call for the mine to be producing 2000 tpd by year end. The mining cycle consists of four main phases: drilling, blasting, mucking, and roof control. Drilling and blasting will be by conventional methods utilizing the latest available technology for both the electorohydraulic jumbos and the explosives utilized. Mucking will be by a combination of standard roof bolting shotcreting and wire meshing as required. Blasting ore will be moved to an internal ore pass system feeding a primary jaw crusher which will reduce the ore to a miinus 5 inch size. The crushed ore is then convyed to the shaft for hoisting to the surface”.

Underground geological delineation drilling and mine planning are on-going activities to maximize ore extraction and minimize mining costs. Surface geological exploration continues in an effort to locate additional orebodies.

Concentrator Operations

The objective of the Cannon Mine concentrator is to recover as much of the gold and silver from the ore into as small a quantity of saleable concentrate as possible. Metallurgical tests show that 85-92 percent of the gold and 60 percent of the silver can be recovered in a concentrate weighing 5 percent of the ore. The concentrator is designed to prossess 2000 tpd of ore.

The ore is partially crushed underground, then further size reduction is accomplished by a cone crusher and screening out the minus 3/4 inch fraction which is stored in the fine ore bin. Oversized material is returned to the crusher circuit.

Ore from the fine bins is conveyed to the concentrator, is combined with water and ground in a rod mill. Four inch diameter by 14 foot long steel rods are used to break the 3/4 inch rocks into fragments smaller than table salt. If coarse gold is present it is removed in a jig located at the rod mill discharge. Final size reduction is accomplished in a ball mill where 2 inch balls grind the rock to the size of talcum powder. Size separation is accomplished by cyclones.

In the flotation circuit chemicals are added which attach to the gold and silver minerals. By agitating the ore slurry in the presence of air the gold-bearing minerals attach to the air bubbles and float to the top of the flotation cell. The resulting black concentrate is refloated to remove as much waste as possible. The conentrate is then dewatered with thickeners, filters and a thermal dryer. About 100 tons of concentrate are produced from each 2000 tons of ore processed. Cannon Mine concentrate is sold and shipped to smelters in Germany for processing into gold bullion.

The residual 1900 tons of solid waste, or tailings, is pumped 6000 feet to the tailings dam. Water is returned for processing more ore. The tailings dam was built from over 4 1/2 million tons of rock, clay, sand and gravel. It was built to withstand and contain possible major floods . Source: http://www.geocities.com/cannon_mine)

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 44

FIGURE 20. SKETCH OF CANNON MINE CONCENTRATOR FLOW SHEET

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 45

FIGURE 21. PHOTOGRAPH OF CANNON MINE

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Lovitt Mine

Some of the history of the Lovitt or “L-D” mine has been given in a previous section of this report. The Lovitt mine is situated just across the stream-valley to the north of the Compton property. (Map Location NE 1/4 and SW 1/4 Township 22N, Range 20 East),

Geology of the Lovitt property is very similar to tthat at the Cannon Mine. The geology has been well- described by Thomas T. Roberts in a M.Sc. Thesis for the New Mexico Institute of Mining and Technology (1990). A summary follows (verbatim from the Thesis Abstract) :

“Epithermal precious metal mineralization of the Wenatchee district and the L-D mine therein, is located in the southern portion of the northwest trending Chiwaukum graben, a major non-marine pull-apart or wrench-fault basin in central Washington. The Chiwaukum graben was active throughout the Eocene, during the Challis volcanic episode, where it occupied an intra-arc setting. Regional wrench-faulting is the product of oblique subduction of the Kula plate beneath the North American plate during this time. The primary structural control on mineralization in the Wenatchee district is the Eagle Creek structure, a major northwest trending wrench-fault within the graben. Local tensional fractures within this structure are the sites of vein hosted mineralization. Mineralization is spatially and temporally associated with the calc-alkalic arc magmatism generated during this period. Sedimentary rocks infilling the graben are the host for mineralization in the L-D mine, specifically, arkosic sandstones of the middle Swauk Formation.

Alteration in the L-D mine is pervasive and is controlled by permeabilty of the sediments. Most intense alteration consists of silica flooding of the sediments accompanied by sericitic alteration, and is spatially asscocited with veining. This zone consists of quartz, sericite, illite, and arsenopyrite. Distal to this, is a zone of weak sericitization characterized by mixed layer illite-smectite. Finally, a broad halo of propylitic alteration occurs throughout the district and consists of chlorite, pyrite, and calcite. The pervasive silicification affected a good seal on the sediments and increased their competence, allowing for brittle deformation and maintenance of tensional openings. Supergene oxidation is prevalent in the upper portions of the mine, but has had no effect on precious metal grades. The supergene assemblage consists of kaolinite, jarosite, goethite, and hematite.

In contrast to alteration, mineralization is strictly structure controlled and is characterized by wide veins, sheeted veins and stockwork. Vein gangue mineralogy consists chiefly of quartz and calcite with subordinate adularia, pyrite, arsenopyrite, and chalcopyrite. Ore minerals include electrum, native gold, sulfosalts, acanthite, and rare native silver, naumannite, and aguilarite. Overall, metallic minerals make-up no more than 2 % of vein material.

Geochemically, the L-D system was rather dilute in terms of associated trace-elements compared to other Au-Ag epithermal systems, with averages as follows: As - 114 ppm, Sb - 8 ppm, Hg - 82 ppb, Se - 4 ppm, Cu - 22 ppm, and Zn - 17 ppm. Conversely, gold and silver average 2.3 ppm and 6.5 ppm respectively, which translates into a Ag to Au ratio of 3:1.

On the basis of vein and alteration mineralogy, it is suggested that the hydrothermal fluids responsible for mineralization were neutral to weakly acidic, potassium metasomatic, low in Cl- , low total S, low f02, high CO2, dilute, meteoric dominated fluids. From this the L-D system can be classified as a low-sulfur type or adularia-sericite type, epithermal precious metal deposit. On the district scale it is hypothesized that the L-D mine represents deposition from a lateral outflow plume of a convective hydrothermal system centered under Wenatchee Heights”.

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Original Resources or Reserves:

In their 1987 Annual Report, Breakwater Resources Ltd, state: "At the Lovitt Mine (D-Reef, located one mile south of the Cannon Mine, a program of surface and underground drilling in 1988 will be directed toward outlining and confirming sufficient reserves to warrant development”.

“The current mineral inventory at the Lovitt Mine is estimated at 1,627,000 tons grading 0.143 oz. gold per ton using a 0.1 oz. gold per ton cut-off. If a 0.04 oz. gold per ton cut-off is used, an estimated 6,456,000 tons grading 0.089 oz. gold per ton are outlined”.

The 1988 Annual Report contained the statement: “Approximately 1.900,000 tons of possible ore, at a grade of 0.093 ounces of gold per ton were identified”.

Note that the term “reserves” was probably incorrect and the material should be regarded as an “Historical Resource” which was estimated prior to the implementation of Canadian regulatory National Instrument 43-101. The estimate should be used with caution, but is regarded as reliable and relevant, and would be comparable with the CIM category of an Inferred Mineral Resource. For the purposes of US jurisdictions, the term “resource” is not accepted but this material would be called “Mineralized material”.

While some mining was done by Lovitt mining from the “D-reef”, it is believed that the above material, which should be called an Historical Inferred Mineral Resource (in keeping with CIM and Canadian Regulatory standards, remains substantially in place. Asamera-Breakwater did not have control over the Lovitt Mine, and ownership now rests with Lovitt Nutriceuticals Ltd., a public TSXV company.In addition, mineralization is known from the “E-reef” nearby, where two drillholes from the 1960's obtained assays ranging up to 0.24 opt gold and 0.73 opt gold respectively.

Some figures follow which illustrate the geology of the Lovitt Mine area.

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 48

FIGURE 22. SKETCH OF LOVITT MINE CLAIMS

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 49

FIGURE 23. GEOLOGY PLAN OF LOVITT MINE (Source: Roberts Thesis, 1990)

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 FIGURE 24. CROSS SECTION OF LOVITT MINE AREA - LOOKING NORTHWARD (Source: Roberts Thesis, 1990) TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 51

FIGURE 25. SKETCH OF LOVITT (L-D) MINE, WENATCHEE (Source: Roberts, 1990)

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 Wenatchee Heights (Hallauer Lease)

The Wenatchee Heights area, east of the Compton property, was at one time also explored by Asamera/Breakwater. There is little available information concerning the property, but numerous diamond drill holes were completed (believed to be the GUT, JLB, JRD drill holes). Some of these have appreciable gold values, for example:

JRD 3 135 ft x 0.035 opt Au JLB 3 125 ft x 0.029 opt Au GUT 2 150 ft x 0.045 opt Au.

This list is incomplete and higher grades were intercepted in some holes (over narrow widths). Present ownership of mineral rights are unknown.

FIGURE 26. SKETCH OF DRILLING AND MINERALIZED AREAS, WENATCHEE HEIGHTS (Source: Yamana Annual Report, 1998)

Some of the Asamera Annual reports (Annual Report 1988) imply that there is mineralization at depth under Wenatchee Heights. The writer has not seen any drill data or intercpts for this area, but all historical mine data is available in the Washington State Division of Mines files in Olympia Washington. FIGURE 27. SKETCH PLAN AND SECTION, WENATCHEE HEIGHTS AREA (BOOTH 2004) TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 54

MINERAL PROCESSING AND METALLURGICAL TESTING

Neither the Compton nor Matthews properties have been the subject of any mineral processing or metallurgical testing by Kimberly Gold or, to the writers knowledge, by any other group. Metallurgy and milling characteristics of the Cannon mine zones are very well known, having been the subject of numerous past studies.

MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

A small tonnage of 20,000 tons averaging in excess of 0.30 opt gold was postulated by Asamera (1988 Annual Report) but the present author does not have sufficient information to qualify this estimate which should be regarded with caution. Similarly, Harper (2005) estimated that a NI 43-101 Inferred Mineral resource of 10,000 tons at an average grade of 0.21 opt gold could be calculated for the shallow surface zone at the Compton property.

The Asamera/Breakwater joint venture team may have made some internal company resource estimates (not made public) if they were contemplating in 1989 a 6,000 ft decline, to access the deeper targets below the Compton and Matthews properties.

For the purposes of this current Technical Report there are no Historical or Current Measured or Indicated Resources or any Mineral Reserves on the Compton Property or Matthews property.

DATA VERIFICATION

In their review of the properties the writer has:

• Reviewed all available Reports supplied by Kimberly Gold and others available on the Internet • Reviewed the geology of the adjacent Cannon Mine in detail • Checked the claim status as provided by Kimberly • Reviewed the drill hole database prepared by Matthew Booth. • Compiled a table of some of the drill intercepts and checked several for comparison • Reviewed maps provided by Gerald Harper, P.Eng., in his previously written Technical Report concerning e claim boundaries.

Additional and important work to be completed in the future will be to compile all the drill data, locations, depths orientations and assays into one usable database, from which resource calculations could later be done, if results warrant.

Due Diligence - Drill Results

The writer reviewed the drill database and prepared independent calculations of drill intercepts, using an Excel spreadsheet. All widths are intercept widths and not necessarily true widths. Grades are all weighted averages. The comparison table for the Compton Drillholes ai in an Appendix. Aside from different interpretations or cut-off grades used in each calculation, there are no significant differences which would require explanation. The past work appears to have been done in a professional and accurate manner.

In addition, Harper took check samples from some of the remaining core. There are one or two samples which have unexplained differences (possibly due to nugget effect (or coarse gold). However,

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 55 overall, the comparison is acceptable.

KIMBERLY GOLD INC. Comparison of Intercepts Wenatchee Gold Belt

COMPTON PROPERTY IMPERIAL HOLE FROM TO WIDTH AU No. ft. ft. ft. opt COM 1 25 85 60 0.02 COM-1 65 85 20 0.05 COM 1A 115 190 75 0.25 COM-1A 120 185 65 0.27 COM 1D 40 85 45 0.04 COM 1D 80 85 5 0.15 COM-1D 65 85 20 0.06 COM 26 1215 1360 145 0.023 COM 26 1545 1640 95 0.042 COM-26 1545 1550 5 0.25 COM-26 1615 1640 25 0.07 COM 26 1795 1825 30 0.161 COM-26 1795 1825 30 0.15 COM 27 1500 1520 20 0.403 COM-27 1500 1520 20 0.4 COM 27 1505 1510 5 1.238 COM 28 160 180 20 0.551 COM-28 160 180 20 0.55 COM 29 100 200 100 0.069 COM 29 100 120 20 0.275 COM 29 100 105 5 1.038 COM-29 100 105 5 1.04 COM 30 125 130 5 0.332 COM-30 125 130 5 0.33 COM 31 135 170 35 0.254 COM-31 135 155 20 0.07 COM-31 160 170 10 0.73 COM-33 70 110 40 0.130 COM-33 70 100 30 0.11 COM-33 105 110 5 0.38 COM-36 1620 1645 25 0.073 COM-36 1635 1640 5 0.196 COM-36 1540 1650 110 0.03 COM-36 1895 1930 35 0.05 Prepared by Kimberly or its Consultants Checked by BJ Price Geological 2006 NA = NOT ASSAYED OR NOT REPORTED

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 56

Matthews Property

Reinterpreted intercepts from the Matthews property are as follows. Note that the present author has reduced the cut-off grade, which has the effect of widening the mineralized intercepts.

REINTERPRETED INTERCEPTS AT MATTHEWS PROPERTY

MATTHEWS PROPERTY IMPERIAL METRIC HOLE FROM TO WIDTH AU AG WIDTH M AU G/T AG G/T No. ft. ft. ft. opt opt m g/t MAT93-1 1695 1920 225 0.077 0.65 68.60 2.65 22.25 INCL 1865 1905 40 0.229 1.025 12.20 7.84 35.14 MAT-2 1725 1860 135 0.048 NA 41.16 1.66 NA MAT-4 2005 2065 60 0.126 NA 18.29 4.33 NA MAT-8 1790 1980 190 0.068 NA 57.93 2.34 NA MAT-20 1710 1935 225 0.218 NA 68.60 7.47 NA INCL 1765 1785 20 2.001 NA 6.10 68.61 NA MAT-20A 1730 1960 230 0.055 NA 70.12 1.87 NA INCL. 1760 1820 60 0.136 NA 18.29 4.66 NA MAT-30 1710 1830 120 0.018 NA 36.59 0.63 NA MAT93-3 1840 1980 140 0.033 2.24 42.68 1.12 76.91 MAT93-6 1655 1710 55 0.112 0.27 16.77 3.85 9.43 incl 1675 1700 25 0.168 0.42 7.62 5.75 14.39 MAT93-6 1785 1890 105 0.043 0.09 32.01 1.46 3.21 MAT93-6 2570 2675 105 0.027 0.118 32.01 0.91 4.05 MAT94-8 1710 1805 95 0.080 0.78 28.96 2.74 26.89 INCL 1720 1765 25 0.139 1.15 7.62 4.75 39.43 MAT94-8 2365 2600 235 0.030 0.63 71.65 1.01 21.65 MAT94-10 1855 2065 220 0.104 0.44 67.07 3.58 14.92 incl 1930 2060 130 0.134 0.36 39.63 4.58 12.43 or 1930 1995 65 0.220 0.47 19.82 7.53 16.25 MAT94-11 1970 2130 160 0.051 0.75 48.78 1.73 25.56 INCL 2045 2075 30 0.112 1.145 9.15 3.85 39.26

* Unless otherwise stated all widths are core widths and true widths are as yet unknown

The writer did not take any corroborative due-diligence samples for the following reasons:

• The mineralization at or near surface at the Compton property has been covered with soil and seed and is no longer available • There is no core stored on the property • The most significant mineralized intercepts are at depth • Other workers have verified the presence of mineralization (See Appendix III)

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 57

OTHER RELEVANT DATA AND INFORMATION

The writer has not had access to all drill data generated by other companies in the past, and this data may or may not still exist or be available. Location of much of the core is not known to the writer. In the writer's opinion, although this data should be recovered, if that is practical or possible, he has seen sufficient information to formulate his conclusions and recommendations. If additional information should be obtained concerning drill data or mineral titles or geology of the properties, the author reserves the right to change his opinions and conclusions.

The writer is not aware of any additional information available at the present time, the omission of which would be misleading to the reader.

The area is not under any known native land claims.

Environmental Aspects

Neither the Compton nor Mathews properties have been subjected to more than exploration and therefore the only known physical disturbance is in the form of drill sites and drill access roads, and a small adit. A small area in the north of the Compton property where it reaches the valley floor of Squilchuck Creek contains some mill tailings which are likely from the Lovitt Mine across the valley.

The adit extends into the hillside no more than 10 – 15 meters and the small waste rock pile beside its portal is partly covered by the piled dirt for a road running up the hill. None of the areas of disturbance are showing any evidence of triggering accelerated erosion and natural re-vegetation of the older cuts is slowly progressing.

There are no indications of heavy metals, toxic spills or other environmental degradation which would require remediation or documentation and assignment of responsibility for under the terms of the property acquisition agreements.

INTERPRETATION AND CONCLUSIONS

Exploration Targets

Compton Target

1. The primary target type to be tested at the Compton property is shallow epithermal gold mineralization occurring in a structural and host-dependent setting within blocks of coarse-grained arkose and interbedded sedimentary rocks that have sheared margins which presumably confined movement of gold-bearing fluids. Gold mineralization in the vicinity of the Compton property lies at or near the surface (approximately 1250 ft above sea-level). As

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can be seen from the location and orientation of drill holes (See Drill Plan) the past exploration programs did not t systematically explore the mineralization at the Compton property at optimum orientations. Many of the drillholes are oriented along strike or well outside of the currently known mineralization. Examples are: COM 1A 15-190 ft 75 ft 0.25 opt Au COM 29 100-120 20 ft 0.275 opt Au.

In addition to the original surface target, Booth noted: “The gold values encountered by Hole Com-50 indicate that the high-grade structures continue northwest of the Compton Knob. It is recommended that the area is tested with drillholes to test this area.

Booth also recommended drilling to the southeast of the Compton zone: “The drilling conducted by Yamana in 1999 and Kimberly in 2004 intersected thick zones if silicification to the southeast of the Compton Knob. Drill-hole Com 42 intersected quartz-flooding and brecciated silicified county rocks immediately below the surface. It is these brecciated zones that seem to host the highest gold values. The drilling conducted by Kimberly in 2004 did intercept think zones of silicification. However, they didn't intercept the zone of brecciation. It is likely that these holes were drilled below this breccia zone. It is recommended that this area is tested with vertical and angle drill-holes to define the area of brecciation”.

2. The secondary target type that should be tested is the occurrence of silver-gold mineralization intercepted in the west strand of the Eagle Creek Fault. It is hypothesized that the west Eagle Creek Fault zone was a conduit for epithermal fluids rising up from the deep Compton target As can be seen in the deeper holes at the Matthews property, numerous intercepts of 1-10 opt silver were present. Similar silver-rich zones may be present at Compton. An example is COM 1c 725-735 ft 10 ft 0.039 opt Au 6.12 opt Ag

3. A third target (with lower priority) is the deep Compton target (which was not explored in 2004). The target is approximately 1500 ft below the surface (at 250 feet below sea-level). The zone is known from scattered drillholes such as: COM 5a 1250-1295 ft 45 ft 0.028 opt Au 1355-1360 ft 5 ft 0.564 opt Au COM 27 1500-1520 ft. 20 ft 0.403 opt Au COM 36 1620-1645 ft 25 ft 0.073 opt Au COM 38 1595 1700 ft 105 ft 0.022 opt Au

Booth’s comments on the deep target are as follows:

“The deep targets at the Compton property have not been adequately tested. Many of the holes on the property were vertical or orientated sub-parallel to the trend of the Eagle Creek Fault System and drill spacing along this trend is, in places, up to 500 feet. As seen throughout the district, high-angle faulting along this system has produced potentially steeply-dipping mineralized bodies. An angle hole drill program is proposed to intercept these zones normal to the trend of the fault system”.

The present writer concurs with Booths conclusions.

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 59

Matthews Property

The historical drilling has identified the existence of high-grade gold mineralization at depth on the Mathews property. Booth regarded the potential for establishing economic reserves at the property as “high”. The silicified, brecciated, arkosic sedimentary rock encountered in the historical drill holes, indicates that the host rocks and alteration zones which exist at the Mathews property are similar to those at the Cannon and Lovitt mines. The block of silicified sedimentary rocks containing the high gold values at the Mathews property has not been adequately tested and it is possible that a large tonnage similar to the B-reef and B-Neath orebodies at Cannon could exist. (This possibility, which is suggested by the thick mineralized zones intercepted at depth to date by past operators, cannot be quantified and can only be tested by further, relatively expensive, deep drilling

Booth noted that nearly 80% of the economic gold values encountered at the Mathews property occur in brecciated coarse-grained sedimentary rock, thus indicating permeability plays a significant role in gold deposition. The majority of these same values occur proximal to sheared margins that are generally near a contact with felsic volcanic rocks. It is possible that these sheared margins acted as a barrier to fluid movement and allowed for gold deposition to take place. It is also likely that the volcanic rocks were the heat source for convective movement of groundwater in the more permeable sedimentary rocks. Thus the area of the “Norco Volcanic Complex” is worthy of exploration, perhaps by deep IP methods.

Drill spacing, sometimes exceeding 500' along the southeast portion of the belt, suggests that significant sized mineralized zones could have been missed. Considering gold mineralization in the Wenatchee Gold Belt is commonly associated with steeply dipping structures, further detailed exploration adjacent to these faults is thought to be worthwhile.

Specific comments by Booth (2004) after his review of the deep Matthews target drill hole database are as follows:

1. 1. Southern Zone. The gold mineralization encountered in the 1993-94 drill program appears to extend to the southeast of the MAT-20 and MAT 93-6 area. These blocks of silicified, interbedded arkose have an apparent thickness of 250' and a width of 300'. The length of this block is open-ended to the southeast. Inadequate drilling has been performed in this area; therefore it is recommended that additional angle holes, utilizing direction drill methods, be completed to test for the existence of economic gold mineralization.

2. Northern Zone. In addition, drilling should be carried out to define ore zones with economic grades and tonnage for underground mining methods in the northern portion of the Mathews property. Core hole MAT-13 intercepted a zone of silicified interbedded arkose with significant high-grade gold mineralization. Assuming the mineralization is associated with high-angle structures, it is recommended that an angle hole, utilizing directional drill tools, target this area at a more favorable angle than the vertical MAT-13 hole. Several holes directed from a single collar, similar to MAT 94-10 and MAT 94-10A, are recommended to adequately test the MAT-13 target.

3. Central Zone. Directional drill-holes MAT 94-10, and -10A intersected broad silicified, gold bearing zones. The drill holes supported the theory that gold mineralization is hosted in steeply dipping structures that vertical holes have a lower probability of intersecting. Several holes directed from a single collar, similar to MAT 94-10 and -10A will provide additional data definition and upgrade of resources.

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 FIGURE 28. SKETCH OF DEEP MINERALIZED ZONE AT MATTHEW PROPERTY (After Booth 2004) TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 61

Shaft Claims

Kimberly acquired nineteen unpatented lode claims (The Shaft Claims) that lie adjacent to the southern border of the Mathews property. This property was drilled by Asamera in the 1980's. Little data from the drilling has been seen, but it is known that some of the holes intersected weakly mineralized silicified rocks (P. Laczay, pers. comm to Booth, 2004).

Interpretation of the data obtained in the Ramrod drilling and comparison with the deep Matthews targets indicates that exploration targets could exist on this property. It is recommended that Kimberly obtain any information on the Asamera drill-holes, and enter this data into the Mathews property database for future use.

From a review of all available data the writer feels that the Compton and Matthews properties are of merit and that additional exploration by Kimberly Gold is warranted.

RECOMMENDATIONS

Compton Property

As pointed out by Booth in 2004, drilling of the shallow gold zone by regular and closely spaced large diameter core (HQ size) in angled holes is strongly advised, with the goal of outlining a resource. For the intermediate and deep targets, this will be dependent on adequate financing and it might be advisable to leave the deeper targets to Stage II

Matthews Property

In 2004, Booth recommended 22,000 feet of drilling in 10 holes. While the cost of the full program is like prohibitory, at least two deep holes should be drilled with the goal of extending the thick silicified and mineralized zone northward and westward. The balance of the original 11 hole program will be dependent on finances and will likely have to be deferred to Phase II or III (not budgeted here beyond Phase II).

Ideally, Asamera’s plan to advance a decline 6,000 feet down into the zone is sensible (finances permitting) as deep drilling is costly and even HQ size core does not adequately define nuggety epithermal mineralization. On sampling underground from a decline, apparent grades in many similar epithermal deposits are typically improved over drill holes. The thick sections of 0.0X opt in several MAT drill holes might show marked improvement in grades, although the high grade sections (5-10 ft of +0.4 opt) might also be reduced downward on bulk sample averaging. The net effect of underground sampling might well be economic grades similar to those overall grades at the Cannon Mine or the Lovitt mine.

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To illustrate the extreme nugget effect in the area, two drill holes MAT 20 and 20 A penetrated essentially the same area (or at least probably within 10-20 feet of each other). The assay intervals for Hole 20 show a factor of 4xthe apparent value for 20A. For this reason, drill hole assays must be used with caution and may not represent the true grade.

DDH FROM TO FT WIDTH AU OPT METERS AU G/T FT FT MAT-20 1710 1935 225 0.218 68.60 7.47 INCL 1765 1785 20 2.001 6.10 68.61 MAT-20A 1730 1960 230 0.055 70.12 1.87 INCL 1760 1820 60 0.136 18.29 4.66 .

The drill holes proposed by Matthew Booth in 2004 are listed below:

Table 3: Proposed drill holes for the Mathews property.

Hole ID Easting Northing Elev. (ft) Azimuth Dip Target Depth (ft) 05-01 2134851 128909 1746 238 -65 2,200.00 05-02 2134851 128909 1746 238 -65 2,200.00 05-03 2134872 129526 1700 280 -50 2,200.00 05-04 2134872 129526 1700 280 -50 2,200.00 05-05 2134872 129526 1700 280 -50 2,200.00 05-06 2134851 128909 1746 280 -65 2,200.00 05-07 2134851 128909 1746 280 -65 2,200.00 05-08 2134851 128909 1746 280 -65 2,200.00 05-09 2134851 128909 1746 215 -60 2,200.00 05-10 2134851 128909 1746 215 -60 2,200.00 22,000.00

Casing of the deep holes and directional drilling of a number of intercepts from one hole by wedging could decrease the number of separate deep holes required and provide much additional assay information.

External Exploration

The other gold deposits in the area (Lovitt Mine, Wenatchee Heights) are good prospects and attempts should be made to secure reasonable options on any available ground, particularly adjacent to the Compton property. Much of the ground held by originally Lovitt is likely available. Some of the area may be held under agricultural areas, and conflicts with local farms/orchards should be minimized. With current drilling techniques, the footprint of exploration activities need not be large. Underground work by decline would avoid some problems, but areas to place waste rock might have to be negotiated carefully.

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 63

SUGGESTED EXPLORATION BUDGET

The following exploration budgets are suggested for 2007. The amounts are suggestions only, actual drilling footages and budget will be dependant on a number of factors.

Suggested budgets are presented below:

SUGGESTED WORK PROGRAM Compton and Matthews Properties Wenatchee Gold Belt, Washington Kimberly Gold Inc. 2007 Program PHASE I DESCRIPTION PHASE I DETAILS AMOUNT CAN$ AMOUNT US$ Geological Supervision, mapping, 30 days x $750 $ 22,500.00 $ 19,800.00 Assistant 30 days x $250 $ 10,000.00 $ 8,800.00 Drill data compilation $ 7,500.00 $ 6,600.00 Base Map preparation $ 7,500.00 $ 6,600.00 Roadwork, drillsite prep 50hrs x $150/hr $ 7,500.00 $ 6,600.00 Diamond drilling, NQ or HQ size $60/ft all inclusive $ - Compton Property shallow target 5 holes x 200 ft, 1000 ft. $ 60,000.00 $ 52,800.00 Matthews Property deep target 2 holes x 2200 ft, 4400 ft $ 264,000.00 $ 232,320.00 Food and Lodging 3-4 people x 30 days 120 man days x$100./day $ 12,000.00 $ 10,560.00 Assays 100 x $60 $ 6,000.00 $ 5,280.00 Vehicles, Fuel, maintenance 2 vehicles x 30 days $ 6,000.00 $ 5,280.00 Misc Field supplies $ 2,000.00 $ 1,760.00 Geological reports, maps Printing, drafting repro. $ 15,000.00 $ 13,200.00 SUBTOTAL $ 420,000.00 $ 369,600.00 CONTINGENCY 10% $ 42,000.00 $ 36,960.00 TOTAL PHASE I $ 462,000.00 $ 406,560.00 rounded $ 460,000.00 $ 405,000.00 Exchange Rate US/Can = 0.88

The second phase of drilling outlined on the following page, would be dependant (contingent) on success in the first phase.

Phase II PHASE II DESCRIPTION PHASE II DETAILS AMOUNT CAN$ AMOUNT US$ Geological Supervision, mapping, 50 days x $750 $ 37,500.00 $ 33,000.00 Assistant 50 days x $250 $ 12,500.00 $ 11,000.00

Road work, drillsite prep 50hrs x $150/hr $ 7,500.00 $ 6,600.00 Diamond drilling, NQ or HQ size $60/ft all inclusive $ - Compton Property Deep Target 3 holes x 2000 ft, 6000 ft $ 360,000.00 $ 316,800.00 Matthews Property deep target 4 holes x 2200 ft, 8800 ft. $ 528,000.00 $ 464,640.00 Food and Lodging 3-4 people x 50 200 man days x$100./day $ 20,000.00 $ 17,600.00 days Assays 200 x $60 $ 12,000.00 $ 10,560.00 Vehicles, Fuel, maintenance 2 vehicles x 50 days $ 8,000.00 $ 7,040.00 Misc Field supplies $ 3,000.00 $ 2,640.00

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 64

Geological reports, maps Printing, drafting repro. $ 15,000.00 $ 13,200.00 SUBTOTAL $ 1,003,500.00 $ 883,080.00 CONTINGENCY 10% $ 100,350.00 $ 88,308.00 TOTAL PHASE II $ 1,103,850.00 $ 971,388.00 rounded $ 1,100,000.00 $ 970,000.00 Exchange Rate US/Can = 0.88

respectfully submitted

______Barry James Price, M.Sc., P.Geo. Qualified Person June 15, 2007

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REFERENCES

Baz-Dresch, J.J.; 1990; Cannon Mine's B-Neath zone – exploration through production, CIM Bulletin June.

Chappell, W.M., 1936, Geology of the Wenatchee quadrangle, Washington: unpub. Ph.D dissertation, University of Washington, 240 pp.

Booth, M.; 2004 (a); Compton Property, Wenatchee Gold Belt, Chelan County, WA, Kimberly Gold Mines Inc. internal report, 10th November.

Booth, M.; 2005a; Compton Property, Wenatchee Gold Belt, Chelan County, WA, Kimberly Gold Mines Inc. Summary Report dated May 18, 2005

Booth, M.; 2005b; Mathews Summary Report, Wenatchee Gold Belt, Chelan County, WA, Kimberly Gold Mines Inc. Summary Report dated April 2, 2005

Booth, M. and Douglas, S.; 2004; 2004 Proposed Drill Program Mathews Property, Wenatchee Gold Belt, Chelan County, WA., Kimberly Gold Mines Inc. internal report, May.

Breakwater Resources Ltd.; Annual Reports 1986-1995.

Coombs, H.A., 1950, Spherulitic breccias in a dome near Wenatchee, Washington: American Mineralogist, v. 37, pp. 197-206.

...... , 1950, Granitization in the Swauk arkose near Wenatchee, Washington: American Journal of Science, v. 248, pp. 369-377.

Derkey, R.E., Joseph, N.L. and Lasmanis, R.; 1990; Metal Mines of Washington – Preliminary Report, Washington Division of Geology and Earth Resources, Open File Report 90-18, November.

Evans, J.E., 1988, Depositional environments, basin evolution and tectonic significance of the Eocene Chumstick Formation, Cascade Range, Washington: unpub. Ph.D dissertation, University of Washington, 325 pp.

Evans, J.E., 1994, Tectonics and sedimentation of the Chumstick Formation, central Washington State, in J. Margolis, ed., Epithermal Gold Mineralization, Wenatchee and Liberty Districts, Washington: Society of Economic Geologists, Guidebook Series, Economic Geology Publishing Company, Lancaster, Pennsylvania, 20: 18-30.

...... , and Johnson, S.Y., 1989, Paleogene strike-slip basins of central Washington: Swauk Formation and Chumstick Formation, in Joseph, N.L. and others, (eds.), Geologic guidebook for Washington and adjacent areas: Washington Division of Geology and Earth Resources Information Circular 86, pp. 215-223.

Gresens, R.L., 1976a, A new Tertiary Formation near Wenatchee, Washington: Geological Society of America Abstracts with Programs, v. 8, no. 3, pp. 376-377.

...... ,1976b, Unusual structural features associated with mid-Tertiary deformation near Wenatchee, Washington: Geological Society of America Abstracts with Programs, v. 8, no. 9, p. 892-893.

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...... ,1979, Timing of Cenozoic igneous and tectonic events on the western flank of the Cascade Range in central Washington: Geological Society of America Abstracts with Programs, v. 11, no 1, p. 80.

...... ,1980, Deformation of the Wenatchee Formation and its bearing on the tectonic history of the Chiwaukum graben, Washington, during Cenozoic time, Summary: Geological Society of America Bulletin, pt. 1, v. 91, no. 1, pp. 4-7.

...... ,1982a, Early Cenozoic geology of central Washington state: I. Summary of sedimentary, igneous, and tectonic events: Northwest Science, v. 56, pp. 218-229.

...... ,1982b, Early Cenozoic geology of central Washington state: II. Implications for plate tectonics and alternatives for the origin of the Chiwaukum graben: Northwest Science, v. 56, pp. 259-264.

...... , 1983, Geology of the Wenatchee and Monitor quadrangles, Chelan and Douglas Counties, Washington: Washington Division of Geology and Earth Resources Bulletin 75, 75 pp.

...... , Whetten, J.T., Tabor, R.W., and Frizzell, V.A., Jr., 1977, Tertiary stratigraphy of the central Cascade Mountains, Washington state, in Brown, E.H. and Ellis, R.C., eds., Geologic Excursions in the Pacific Northwest: Western Washington University Press, Bellingham, Washington, pp. 84-126.

...... , Naeser, C.W. and Whetten, J.T., 1981, Stratigraphy and age of the Chumstick and Wenatchee Formations, Tertiary fluvial and lacustrine rocks, Chiwaukum graben, Washington, Summary: Geological Society of America Bulletin, pt. 1, v. 92, no. 5, pp. 233-236. Gresens, R.L.; 1983; Geology of the Wenatchee and Monitor Quadrangles, Chelan and Douglas Counties, Washington, Bulletin 75, Washington Division of Geology and Earth Resources.

Guilbert, J.M., 1963, Report on selected specimens from the Gold King mine, Wenatchee, Washington: unpub. report for Day Mines Inc., Wallace, Idaho, 27 pp.

Klisch, M.P., 1989, A study of fluid inclusions and geochemical mechanisms for gold deposition, Cannon mine, Wenatchee, Washington: unpub. M.S. thesis, Western Washington University, 124 pp.

...... , and Roberts, T.T., 1989, Summary of surface mapping project: Summer 1989; unpub. internal report, Asamera Minerals (U.S.) Inc., 6 pp. Levinson, A.A., 1974, Introduction to Exploration Geochemistry: Applied Publishing Ltd., Calgary, 612 pp.

Lovitt, E.H. and McDowall, V., 1954, The Gold King mine: Western Miner, v. 27, no. 3, pp. 3739.

...... and Skerl, A.C., 1958, Geology of the Lovitt gold mine, Wenatchee, Washington: Mining Engineering, v. 10, pp. 963-966.

Margolis, J., 1987, Structure and hydrothermal alteration associated with epithermal Au-Ag mineralization, Wenatchee Heights, Washington: unpub. M.S. thesis, University of Washington, 90 pp.

Margolis, Jacob, (1989); Arkose-Hosted Aquifer-controlled Epithermal Au-Ag Mineralization, Wenatchee, Washington. Econ Geol., Vol 84, No. 7., November 1989, pp.1891-1902.

Moody, D.W., 1958, An examination of the ore minerals of the Lovitt mine, Wenatchee, Washington: unpub. B.S. thesis, University of Washington, 22 pp.

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 67

Margolis Jacob, (1989); Arkose-hosted, aquifer-controlled, epithermal Au-Ag mineralization, Wenatchee, Washington Economic Geology; November 1989; v. 84; no. 7; p. 1891-1902

Ott, L.E., Groody, D., Follis, E.L., and Siems, P.L., 1986, Stratigraphy, structural geology, ore mineralogy, and hydrothermal alteration at the Cannon mine, Chelan County, Washington, U.S.A., in Macdonald, A.J., ed., Proceedings. Gold '86, an international symposium on the geology of gold deposits, Toronto, Canada, pp. 425-435.

...... , 1988, Economic geology of the Wenatchee mining district, Chelan County, Washington: unpub. Ph.D dissertation, University of Idaho, 270 pp.

Patton, T.C., 1967, Economic geology of the L-D mine, Wenatchee, Washington: unpub. M.S. thesis, University of Washington, 29 pp.

...... and Cheney, E.S., 1971, L-D gold mine, Wenatchee, Washington -- new structural interpretation and its utilization in future exploration: Transactions of the Society of Mining Engineers, AIME, v. 250, pp. 6-11.

Roberts, T.T., 1988, Report on surface exploration drilling: unpub. internal report for Asamera Minerals (U.S.) Inc., 20 pp.

Roberts, T.T., 1990, Geology, mineralogy and geochemistry of the L-D mine, Wenatchee, Washington: unpub. M.S. thesis, New Mexico Institute of Mining and Technology, Socorro, New Mexico, pp. 21-197.

Schmidt, K.W., 1983, Summary of Geology, Wenatchee Project: unpub. internal report, United Mining Corp., Virginia City, NV, 44 pp.

Tabor, R.W., Wain Jr., R.B., Frizzell Jr., D.A.; Swanson, G.R., Byerly, G.R. and Bentley, R.D.; ; Geologic Map of the Wenatchee 1:100,000 Quadrangle, Central Washington, to accompany Map 1-1131, Department of the Interior, United States Geological Survey.

Tabor, R.W., Waitt, R.B., Frizzell, V.A.. Jr.. Swanson, D.A., Byerly, G.R., and Bently, R.D., 1982, Geologic map of the Wenatchee 1:100,000 quadrangle, central Washington: U.S. Geological Survey Miscellaneous Investigations Map 1-1311. -I-04

...... , Frizzell, V.A., Jr., Vance, J.A. and Naeser, C.W., 1984, Ages and stratigraphy of lower and middle Tertiary sedimentary and volcanic rocks of the central Cascades, Washington: Application to tectonic history of the Straight Creek fault: Geological Society of America Bulletin, v. 95, pp. 26-44.

, Frizzell, V.A., Jr., Whetten, J.T., Waitt, R.B., Swanson, D.A., Byerly, G.R., Booth, D.B, Hetherington, M.J., and Zartman, R.E., 1987, Geologic map of the Chelan 30-minute by 60-minute quadrangle, Washington: U.S. Geological Survey Miscellaneous Investigations Map 1-1661.

Tschauder, R.J. and Gill, R. (Editors); 1991; Ore Deposits of the Republic and Wenatchee Areas, Washington, Field Trip Guide, l5th International Geochemical Exploration Symposium, The Association of Exploration Geochemists.

Williams, J.; 2003 (a); A Summary Opinion on the Compton and Matthews Properties, Chelan County, Washington, USA, for Kimberly Gold Mines Inc.

Yamana Resources Inc.; 1999; 1998 Annual Report.

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 68

CERTIFICATE OF AUTHOR : BARRY PRICE, M.SC., P.GEO.

I, Barry J. Price, M.Sc., P.Geo., do hereby certify that:

1. I am President of B.J.Price Geological Consultants Inc. of: Ste 1028 - 470 Granville Street, Vancouver BC., Canada V6C 1V5.

2. I graduated with a B.Sc. and M.Sc. degree in Geology from the University of British Columbia in 1965 and 1972 respectively.

3. I am a registered member of the Association of Professional Engineers and Geoscientists of BC (APEGBC) Member 19810 (1992)

4. I have worked as a geologist for a total of 41 years since my graduation from university.

5. I have read the definition of "Qualified Person" set out in National Instrument 43-101 ("NI 43-101") and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

6. I am responsible for the preparation of all sections of this technical report titled "Technical Report, Compton and Matthews Properties, Wenatchee Mining District, Washington State, dated June 15, 2007 (the "Technical Report") relating to the Compton and Matthews properties and adjacent claims. I visited the above noted property on June 2, 2007, accompanied by the property owner.

7. I have not had prior involvement with the property that is the subject of the Technical Report.

8. I am not aware of any material fact or material change with respect to the subject matter of the Technical Report that is not reflected in the Technical Report, the omission to disclose which makes the Technical Report misleading.

9. I am independent of the issuer (Kimberley Gold Mines Inc.) applying all of the tests in section 1.4 of National Instrument 43-101.

10. I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.

11.1 I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Technical Report.

______Barry James Price, M.Sc., P.Geo. Qualified Person June 15, 2007

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 PHOTOGRAPHS 1. Photograph of Lovitt Mine from Compton Property (Booth 2004)

Drilling at Compton Property 2004 (Booth) TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 70

APPENDIX 1 DRILLHOLE DATA - COMPTON AND MATTHEWS PROPERTIES

Note this compilation does not include 6 short holes drilled from an exploration adit by Lovitt Mining in the late 1960's.

COMPTON PROPERTY HOLE_ID YEAR COMPANY EAST NORTH ELEV AZIM Dip EOH ft. ft ft. deg. deg. ft. COM-1 1983-1989 ASAMERA 2128957 137408 1280 0 -90 695 COM-1A 1983-1989 ASAMERA 2128957 137408 1280 40 -70 1205 COM-1B 1983-1989 ASAMERA 2128957 137408 1280 40 -50 371 COM-1C 1983-1989 ASAMERA 2128957 137408 1280 220 -70 1496 COM-1D 1983-1989 ASAMERA 2128957 137408 1280 220 -80 1395 COM-1E 1983-1989 ASAMERA 2128957 137408 1280 220 -50 705 COM-3A 1983-1989 ASAMERA 2129543 136897 1413 0 -90 895 COM-4A 1983-1989 ASAMERA 2128548 137037 1278 0 -90 705 COM-5A 1983-1989 ASAMERA 2129597 137391 1305 0 -90 1649 COM-6A 1983-1989 ASAMERA 2128863 136886 1413 0 -90 725 COM-7A 1983-1989 ASAMERA 2129258 137455 1272 0 -90 1445 COM-7C 1983-1989 ASAMERA 2129258 137455 1272 40 -45 501 COM-8A 1983-1989 ASAMERA 2128739 137269 1261 0 -90 792 COM-9A 1983-1989 ASAMERA 2129019 137494 1260 0 -90 706 COM-10A 1983-1989 ASAMERA 2129032 137705 1252 0 -90 543 COM-11A 1983-1989 ASAMERA 2129360 137710 1215 0 -90 1365 COM-12 1983-1989 ASAMERA 2129673 137583 1300 0 -90 1185 COM-13 1983-1989 ASAMERA 2129902 137206 1390 0 -90 1033 COM-14 1983-1989 ASAMERA 2130187 137294 1353 0 -90 918 COM-15 1983-1989 ASAMERA 2131291 135404 1832 0 -90 1040 COM-16 1983-1989 ASAMERA 2130239 136005 1681 45 -70 1903 COM-17 1983-1989 ASAMERA 2131000 135620 1806 50 -60 785 COM-18 1983-1989 ASAMERA 2130218 136485 1561 50 -70 1305 COM-19 1983-1989 ASAMERA 2129924 136912 1433 50 -70 1083 COM-20 1983-1989 ASAMERA 2129732 137218 1337 50 -70 1305 COM-21 1983-1989 ASAMERA 2128972 137179 1316 50 -45 1604 COM-22 1983-1989 ASAMERA 2128483 137588 1141 50 -45 350 COM-23 1983-1989 ASAMERA 2131153 135414 1824 145 -43 1639 COM-24 1983-1989 ASAMERA 2131001 135612 1804 230 -70 1118 COM-25 1983-1989 ASAMERA 2130232 135999 1679 0 -90 1080 COM-26 1983-1989 ASAMERA 2130204 136461 1559 145 -70 1890 COM-27 1983-1989 ASAMERA 2129373 137708 1214 145 -70 1681 COM-28 1983-1989 ASAMERA 2128925 137504 1256 130 -49 1015 COM-29 1983-1989 ASAMERA 2128972 137494 1259 130 -65 220 COM-2A 1983-1989 ASAMERA 2128693 136984 1341 0 -90 1111 COM-30 1983-1989 ASAMERA 2129080 137408 1270 310 -55 240 COM-31 1983-1989 ASAMERA 2129012 137368 1290 312 -45 200 COM-32 1983-1989 ASAMERA 2128912 137394 1270 130 -60 200

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 71

COM-33 1983-1989 ASAMERA 2128894 137459 1256 130 -50 200 COM-34 1983-1989 ASAMERA 2128965 137563 1252 130 -55 240 COM-35 1983-1989 ASAMERA 2129273 137620 1225 145 -70 1827 COM-36 1983-1989 ASAMERA 2130101 136322 1611 125 -70 1966 COM-37 1983-1989 ASAMERA 2130377 136481 1527 125 -72 1967 COM-38 1983-1989 ASAMERA 2129899 136877 1433 145 -70 1931 COM-39 1983-1989 ASAMERA 2129608 137403 1301 145 -70 1951 COM-40 1983-1989 ASAMERA 2130379 136184 1609 145 -70 1850 COM 41 1999 YAMANA 2129091 137518 1261 65 -70 496.5 COM 42 1999 YAMANA 2128966 137270 1304 85 -50 606.5 48 HOLES 51133 COM 43 2004 KIMBERLY 2128885 137405 1270 90 -45 712 COM 44 2004 KIMBERLY 2128885 137405 1270 90 -60 553 COM 45 2004 KIMBERLY 2128942 137230 1315 70 -45 700 COM 46 2004 KIMBERLY 2128942 137230 1315 70 -60 602 COM 47 2004 KIMBERLY 2129021 137046 1365 70 -45 682 COM 48 2004 KIMBERLY 2129021 137046 1365 70 -65 700 COM 49 2004 KIMBERLY 2129021 137046 1365 100 -45 701 COM 50 2004 KIMBERLY 2128890 137440 1270 40 -45 449 8 HOLES TOTAL FOOTAGE 5099 HOLES 56 HOLES 51232

MATTHEWS PROPERTY

MATTHEW S PROPERTY HOLE_ID YEAR COMPANY EAST NORTH ELEV AZIM Dip EOH ft. ft ft. deg. deg. ft. MAT-1 1983-1988 ASAMERA 2135488 129830 1598 0 -90 1436 MAT-2 1983-1988 ASAMERA 2133982 128109 1823 0 -90 2404 MAT-3 1983-1988 ASAMERA 2133741 127903 1924 0 -90 2491 MAT-4 1983-1988 ASAMERA 2134233 128300 1764 0 -90 2289 MAT-5 1983-1988 ASAMERA 2133561 129618 2216 0 -90 2523 MAT-6 1983-1988 ASAMERA 2133979 128111 1824 346 -60 2276 MAT-7 1983-1988 ASAMERA 2134163 128228 1770 0 -90 2637 MAT-8 1983-1988 ASAMERA 2134241 128398 1757 0 -90 2366 MAT-9 1983-1988 ASAMERA 2134337 128683 1741 0 -90 1903 MAT-10 1983-1988 ASAMERA 2133985 128097 1822 165 -55 2300 MAT-11 1983-1988 ASAMERA 2133821 127425 1844 45 -60 2510 MAT-11A 1983-1988 ASAMERA 2133821 127425 1844 45 -50 2394 MAT-12 1983-1988 ASAMERA 2134124 128350 1791 0 -90 2413 MAT-13 1983-1988 ASAMERA 2133856 129715 2219 0 -90 2081 MAT-14 1983-1988 ASAMERA 2134135 128360 1791 350 -55 2241 MAT-15 1983-1988 ASAMERA 2134125 128360 1791 145 -60 2366 MAT-16 1983-1988 ASAMERA 2134127 128353 1792 160 -75 2249 MAT-17 1983-1988 ASAMERA 2134055 128802 1854 0 -90 2488 MAT-18 1983-1988 ASAMERA 2134053 128807 1854 348 -60 1975 MAT-19 1983-1988 ASAMERA 2133861 129718 2220 344 -75 2108 MAT-20 1983-1988 ASAMERA 2133972 128536 1865 0 -90 2129

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 72

MAT-20A 1983-1988 ASAMERA 2133972 128536 1865 0 -90 2092 MAT-21 1983-1988 ASAMERA 2133920 129811 2221 0 -90 579 MAT-21A 1983-1988 ASAMERA 2133906 129797 2219 0 -90 2047 MAT-22 1983-1988 ASAMERA 2133862 129715 2219 165 -83 2236 MAT-23 1983-1988 ASAMERA 2133928 129013 1857 0 -90 2250 MAT-24 1983-1988 ASAMERA 2133552 129616 2215 135 -80 2200 MAT-25 1983-1988 ASAMERA 2134115 129044 1859 0 -90 2089 MAT-26 1983-1988 ASAMERA 2134029 129983 2223 0 -90 1966 MAT-27 1983-1988 ASAMERA 2134149 128561 1792 0 -90 2341 MAT-28 1983-1988 ASAMERA 2133932 129004 1857 344 -80 2305 MAT-29 1983-1988 ASAMERA 2133875 128414 1908 0 -90 2361 MAT-30 1983-1988 ASAMERA 2133986 128664 1867 0 -90 2481 MAT-31 1983-1988 ASAMERA 2133988 128108 1823 90 -80 2208 MAT-32 1983-1988 ASAMERA 2134343 128670 1742 164 -80 2121 MAT93-1 1993 RAMROD 2133974 128436 1860 0 -90 2155 MAT93-2 1993 RAMROD 2133880 128530 1912 0 -90 1997 MAT93-3 1993 RAMROD 2134239 128350 1759 0 -90 2160 MAT93-4 1993 RAMROD 2134049 128548 1829 0 -90 1941 MAT93-5 1993 RAMROD 2134157 128446 1787 0 -90 2160 MAT93-6 1993 RAMROD 2134066 128181 1803 0 -90 2737 MAT93-7 1993 RAMROD 2134339 128262 1824 0 -90 2187 MAT94-10 1994 RAMROD 2134851 128909 1746 247 -62 2150 MAT94-10A 1994 RAMROD 2134851 128909 1746 247 -62 2052 MAT94-11 1994 RAMROD 2134837 128900 1746 239 -67 2188 MAT94-8 1994 RAMROD 2134086 128277 1809 0 -90 2648 MAT94-9 1994 RAMROD 2134001 128018 1813 0 -90 1929 47 HOLES 103159

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 73

APPENDIX II CORE REMAINING AT MATTHEWS PROPERTY

MATTHEWS PROPERTY, WENATCHEE Surviving Core - Asamera and Ramrod Drill Programs Hole From Ft To: Ft Box # Width (ft) Au (oz/t) Ag (oz/t) 14 1749 1758 154 9 0.125 14 1758 1770 155 12 0.0085 25 1631 1641 123 10 0.2285 25 1594 1604 119 10 0.0865 25 1622 1631 122 9 0.1865 93-1 1762 1770 105 8 0.0945 0.375 93-1 1876 1884 117 8 0.103 0.3645 93-1 1868 1876 116 8 0.595 0.35 93-1 1859 1868 115 9 0.0285 0.387 93-1 1892 1901 119 9 0.056 1.8 93-1 1901 1906 120 5 0.19 1.71 93-1 1884 1892 118 8 0.094 1.51 93-1 1710 1719 99 9 0.047 0.145 93-1 1754 1762 104 8 0.092 0.325 93-3 1840 1849 150 9 0.0975 14.41 93-6 1694 1702 150 8 0.0975 0.1345 93-6 1684 1694 149 10 0.134 0.089 93-6 1675 1684 148 9 0.226 0.5605 93-8* 1726 1733 150 7 0.116 0.3255 93-8* 1636 1645 139 or 140(?) 9 0.0925 0.2105 93-8* 1717 1726 149 9 0.1335 0.252 93-8* 1733 1743 151 10 0.0675 1.01 93-8* 1628 1636 139 8 0.117 0.1645 94-10 2045 2053 157 8 0.0975 0.305 94-10 2053 2060 158 7 0.168 0.32 94-10 1930 1939 207 9 0.0765 0.2425 94-10 1856 1865 135 9 0.225 0.43 94-10 (or 10A?)" 1957 1967 210 10 0.1645 0.675 94-10A 1994 2003 214 9 0.014 0.073 94-10A 1949 1959 209 10 1.1235 2.62 94-10A 1967 1976 211 9 0.052 2.405 94-10A 1833 1842 196 9 0.0635 0.318 94-10A 1976 1985 212 9 0.027 0.085 94-10A 1985 1994.4 213 9.4 0.0175 0.1215 94-10A 1859 1866 199 7 0.057 1.99 94-11 2146 2156 83 10 0.012 0.0395 94-11 2139 2146 82 7 0.009 0.015

*assays listed under hole 94-8 " hole taken to be 94-10

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 APPENDIX III - 2005 DUE DILIGENCE SAMPLES (G. HARPER, P. ENG.)

Compton and Matthews Due Diligence samples Taken by G. HARPER, P. ENG., 2005 Sample Date Location Location Description Sample Total Au Previous Total Au Total Ag. Specific Number Collected type , Assay (g/t) Assay Au assay (g/t) assay; gravity : g/t check (g/t (g/cu cm.)

A09501 12-Feb-05 Compton Face sample from back of adit, not a property, 'channel sample as zone is grab 0.46 81 2.58 bulk across whole face

A09502 12-Feb-05 Compton Face sample from NE wall of adit, a property, channel sample over a channel 0.29 14 2.61 vertical extent of 1 metre

A09503 12-Feb-05 Compton Face sample from SW wall of adit, a property, channel sample over a channel <0.05 <5 2.65 vertical extent of adit I metre

A09504 3-Feb-05 Compton Quartered core sample from DDH COM 43, interval 117 to 122 feet = 5 core 40.9 32.0 41.0 10 2.61 feet. This interval was reported by previous assaying to run 32 glt Au. length

A09505 13-Feb-05 Compton Quartered core sample from DDH COM 43, interval 227 to 232 feet = 5 core 0.01 7 <5 2.65 feet. This interval was reported by : previous assaying to run 7 g/t Au. length

A09506 13-Feb-05' Compton Quartered core sample from DDH COM 50, interval 55.5 to 61 feet = 5.5 core 0.55 0.3 <5 2.62 feet. This interval was reported by previous assaying to run 0.3 g/t Au. length

A09507 13-Feb-05' Compton Quartered core sample from DDH COM 50, interval 61 to 66.5 feet = 5.5 core 15.7 23.6 14.65 6 2.64 feet. This interval was reported by ;previous assaying to run 23.6 g/t Au. length

A09508 13-Feb-05' Compton Quartered core sample from DDH COM 50, interval 66.5 to 72 feet = 5.5 core 0.01 2.47 <5 2.56 feet This interval was reported by previous assaying to run 2.47 glt Au. length

A09509 13-Feb-05 Matthews Quartered core sample from DDH 94-8 drilled by Cons Ramrod, interval core 12.15 7.70 8.88 <5 2.71 1720 to 1725 feet = 5 feet Described as kaolinised arkose with quartz length veins. This interval was reported by previous assaying to run 0.246 out Au (7.7 g(t).

NOTE: samples with 0.01 are actually <0.05, changed to permit graphic comparison. TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 75

CORRELATION CHART OF HARPER ASSAYS VS ORIGINAL ASSAYS

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 76

CORRELATION CHART OF HARPER ASSAYS VS ORIGINAL ASSAYS

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007 APPENDIX IV TABLE OF CHECKED DRILL INTERCEPTS

KIMBERLY GOLD INC. Table of Intercepts Wenatchee Gold Belt Checked by BJ Price Geological 2006 COMPTON PROPERTY IMPERIAL METRIC HOLE FROM TO WIDTH AU AG WIDTH AU G/T AG G/T No. ft. ft. ft. opt opt m g/t COM 1 25 85 60 0.02 NA 18.29 0.77 NA COM 1A incl 70 80 10 0.06 NA 3.05 1.95 NA COM 1A and 115 190 75 0.25 NA 22.87 8.43 NA COM 1C 695 735 40 0.020 2.56 12.20 0.68 87.9 COM 1C incl 725 735 10 0.039 6.12 3.05 1.32 209.8 COM 1C and 1185 1195 10 0.033 NA 3.05 1.13 NA COM 1D 40 85 45 0.04 0.33 13.72 1.23 11.47 COM 1D incl 80 85 5 0.15 0.95 1.52 5.01 32.57 COM 2A 570 580 10 0.07 NA 3.05 2.40 NA COM-5A 175 185 10 0.113 0.035 3.05 3.87 NA COM-5A and 1250 1295 45 0.028 0.06 13.72 0.94 NA COM-5A and 1355 1360 5 0.564 0.31 1.52 19.34 NA COM 21 540 550 10 0.05 6.5 3.05 1.71 222.85 COM 23 and 1285 1460 175 0.026 NA 53.35 0.90 NA COM 26 1215 1360 145 0.023 NA 44.21 0.80 NA COM 26 and 1545 1640 95 0.042 NA 28.96 1.43 NA COM 26 1795 1825 30 0.161 NA 9.15 5.53 NA COM 26 incl. 1805 1820 15 0.255 NA 4.57 8.73 NA COM 27 1500 1520 20 0.403 NA 6.10 13.81 NA COM 27 incl 1505 1510 5 1.238 NA 1.52 42.44 NA COM 28 160 180 20 0.551 NA 6.10 18.87 NA COM 28 incl 165 170 5 1.321 NA 1.52 45.29 NA COM 28 and 890 900 10 0.093 NA 3.05 3.17 NA COM 29 100 200 100 0.069 NA 30.49 2.37 NA COM 29 incl 100 120 20 0.275 NA 6.10 9.43 NA COM 29 or 100 105 5 1.038 NA 1.52 35.59 NA COM 30 125 130 5 0.332 NA 1.52 11.38 NA COM 31 135 170 35 0.254 NA 10.67 8.72 NA COM 32 75 85 10 0.080 NA 3.05 2.74 NA COM-33 70 110 40 0.130 NA 12.20 4.47 NA COM-36 1620 1645 25 0.073 NA 7.62 2.51 NA COM-36 incl 1635 1640 5 0.196 NA 1.52 6.72 NA COM-38 1595 1700 105 0.022 NA 32.01 0.75 NA COM-40 1230 1280 50 0.036 NA 15.24 1.22 NA COM-40 incl. 1230 1235 5 0.140 NA 1.52 4.80 NA Com 42 80 85 5 0.15 1.29 1.52 5.14 44.23 Com 43 102 122 20 0.27 0.34 6.10 9.26 11.67 Com 43 and 227 237 10 0.18 0.18 3.05 6.29 6.00 Com 43 and 267 272 5 0.15 0.15 1.52 5.14 5.14 Com 50 22 72 50 0.14 0.22 15.24 4.86 7.52 incl. 50 66.5 16.5 0.38 0.33 5.03 13.15 11.35 NA = NOT ASSAYED OR NOT REPORTED HIGH GRADE INTERCEPTS >0.10 OPT AU >0.30 OPT AU LOW GRADE INTERCEPTS <0.10 OPT AU MATTHEWS PROPERTY IM PERIAL M ETRIC HOLE FROM TO WIDTH AU AG WIDTH M AU G/T AG G/T No. ft. ft. ft. opt opt m g/t MAT93-1 1695 1920 225 0.077 0.65 68.60 2.65 22.25 INCL 1865 1905 40 0.229 1.025 12.20 7.84 35.14 MAT-2 1725 1860 135 0.048 NA 41.16 1.66 NA MAT-2 OR 1730 1745 15 0.154 NA 4.57 5.29 NA MAT-2 AND 1845 1850 5 0.159 NA 1.52 5.45 NA MAT-4 2005 2065 60 0.126 NA 18.29 4.33 NA INCL. 2005 2020 15 0.386 NA 4.57 13.22 NA MAT-7 1590 1600 10 1.304 NA 3.05 44.71 NA AND 2485 2490 5 0.175 NA 1.52 6.00 NA MAT-8 1790 1980 190 0.068 NA 57.93 2.34 NA INCL 1820 1830 10 0.591 NA 3.05 20.26 NA AND 1965 1970 5 0.168 NA 1.52 5.76 NA MAT-13 1775 1815 40 0.338 NA 12.20 11.60 NA MAT-13 OR 1780 1805 25 0.465 NA 7.62 15.96 NA MAT-14 1735 1760 25 0.087 NA 7.62 2.99 NA MAT-16 1685 1710 25 0.033 NA 7.62 1.12 NA MAT-17 2015 2030 15 0.108 NA 4.57 3.69 NA MAT-20 1710 1935 225 0.218 NA 68.60 7.47 NA INCL 1765 1785 20 2.001 NA 6.10 68.61 NA MAT-20A 1730 1960 230 0.055 NA 70.12 1.87 NA INCL. 1760 1820 60 0.136 NA 18.29 4.66 NA MAT-20A 2045 2050 5 0.173 NA 1.52 5.93 NA MAT-21A 1810 1815 5 0.159 NA 1.52 5.45 NA MAT-25 1565 1645 80 0.061 NA 24.39 2.10 NA INCL 1595 1600 5 0.136 NA 1.52 4.66 NA AND 1630 1635 5 0.361 NA 1.52 12.38 NA MAT-30 1710 1830 120 0.018 NA 36.59 0.63 NA MAT93-3 1840 1980 140 0.033 2.24 42.68 1.12 76.91 or or 1840 1900 60 0.038 3.71 18.29 1.32 127.34 MAT93-4 1690 1755 65 0.035 0.66 19.82 1.19 22.50 MAT93-6 1655 1710 55 0.112 0.27 16.77 3.85 9.43 incl 1675 1700 25 0.168 0.42 7.62 5.75 14.39 MAT93-6 1785 1890 105 0.043 0.09 32.01 1.46 3.21 MAT93-6 2570 2675 105 0.027 0.118 32.01 0.91 4.05 MAT93-7 2045 2065 20 0.035 0.9395 6.10 1.19 32.21 MAT94-8 1630 1650 20 0.113 0.286 6.10 3.88 9.81 MAT94-8 1710 1805 95 0.080 0.78 28.96 2.74 26.89 INCL 1720 1765 25 0.139 1.15 7.62 4.75 39.43 MAT94-8 2365 2600 235 0.030 0.63 71.65 1.01 21.65 INCL 2485 2490 5 0.102 0.49 1.52 3.50 16.80 AND 2535 2540 5 0.108 0.41 1.52 3.70 14.06 MAT94-10 1855 2065 220 0.104 0.44 67.07 3.58 14.92 incl 1930 2060 130 0.134 0.36 39.63 4.58 12.43 or 1930 1995 65 0.220 0.47 19.82 7.53 16.25 and 1855 1870 15 0.174 0.41 4.57 5.95 14.17 and 2050 2060 10 0.161 0.4 3.05 5.50 13.71 MAT94-10A 1835 1980 145 0.110 1.20 44.21 3.78 41.12 INCL. 1955 1960 5 2.209 4.33 1.52 75.74 148.45 MAT94-11 1970 2130 160 0.051 0.75 48.78 1.73 25.56 INCL 2045 2075 30 0.112 1.145 9.15 3.85 39.26 NA = NOT ASSAYED OR NOT REPORTED HIGH GRADE INTERCEPTS >0.10 OPT AU >0.30 OPT AU LOW GRADE INTERCEPTS <0.10 OPT AU TECHNICAL REPORT KIMBERLY GOLD MINES INC. PAGE 79

END OF REPORT

B.J. PRICE GEOLOGICAL CONSULTANTS INC. 604-682-1501 JUNE 15, 2007