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ANNUAL INFORMATION FORM

For the Year Ended December 31, 2006

March 30, 2007


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TABLE OF CONTENTS
Page
CURRENCY................................................................................................................................................iii
CORPORATE STRUCTURE ...................................................................................................................... 1
GENERAL DEVELOPMENT OF THE BUSINESS................................................................................... 1
DESCRIPTION OF THE COMPANY’S BUSINESS ................................................................................. 1
RISK FACTORS .......................................................................................................................................... 3
MINERAL PROJECTS ................................................................................................................................ 8
DIVIDENDS............................................................................................................................................... 24
DESCRIPTION OF CAPITAL STRUCTURE .......................................................................................... 24
MARKET FOR SECURITIES ................................................................................................................... 25
DIRECTORS AND OFFICERS ................................................................................................................. 26
LEGAL PROCEEDINGS ........................................................................................................................... 28
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.......................... 29
TRANSFER AGENTS AND REGISTRARS ............................................................................................ 29
MATERIAL CONTRACTS ....................................................................................................................... 29
INTERESTS OF EXPERTS ....................................................................................................................... 30
ADDITIONAL INFORMATION............................................................................................................... 30
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CURRENCY

All dollar amounts referred to in this annual information form are Canadian dollars unless otherwise
indicated. The Company’s accounts are maintained in Canadian dollars. The Company’s business
activities in Colombia are carried out through its branch in Colombia and are conducted in both United
States dollars and in the local currency in that jurisdiction. Unless otherwise indicated, Canadian dollar
amounts have been converted in this annual information form at the rate of exchange for converting
United States dollars into Canadian dollars in effect at December 31, 2006, being 1.1654 (Canada $1.00 =
U.S. $0.8581).

The rate of exchange for converting United States dollars into Canadian dollars on March 30, 2007 was
$1.1546 Canadian $1.00 = U.S. $0.87).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this Annual Information Form,


including information as to the future financial or operating performance of the Company, and its
projects, constitute forward-looking statements. The words “believe”, “expect”, “anticipate”,
“contemplate”, “target”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule”
and similar expressions identify forward-looking statements. Forward-looking statements include, among
other things, statements regarding targets and results, expectations regarding gold/silver recovery rates,
estimated mineral resources and anticipated grades. Forward-looking statements are based upon a
number of estimates and assumptions made by the Company in light of its experience and perception of
historical trends, current conditions and expected future developments, as well as other factors that
Greystar believes are appropriate in the circumstances. While these estimates and assumptions are
considered reasonable by the Company, they are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies. Many factors could cause the
Company’s actual results to differ materially from those expressed or implied in any forward-looking
statements made by, or on behalf of, the Company. Such factors include, among other things, risks
relating to additional funding requirements, discrepancies between actual and estimated resources,
exploration, development and operating risks, limited experience with development-stage mining
operations, dependence on one principal exploration stage property, political and foreign risk, uninsurable
risks, competition, production risks, regulatory restrictions, including environmental regulation and
liability, currency fluctuations, potential title disputes and dependence on key employees. These factors
and others that could affect Greystar’s forward-looking statements are discussed in greater detail in the
section headed “Risk Factors” below. Investors are cautioned that forward-looking statements are not
guarantees of future performance and, accordingly, investors are cautioned not to put undue reliance on
forward-looking statements due to the inherent uncertainty therein. Forward-looking statements are made
as of the date of this Annual Information Form, or in the case of documents incorporated by reference
herein, as of the date of such document, and the Company disclaims any intent or obligation to update
publicly such forward-looking statements, whether as a result of new information, future events or results
or otherwise.
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CORPORATE STRUCTURE

Name and Incorporation

Greystar Resources Ltd. (“Greystar” or the “Company”) was formed by the amalgamation of Greystar
Resources Ltd. and Churchill Resources Ltd. (“Churchill”) under the British Columbia Company Act on
August 15, 1997. Greystar was transitioned under the Business Corporation Act (British Columbia) on
April 6, 2005.

Intercorporate Relationships

Greystar carries on business in Colombia under its own name through a branch that was registered in
Colombia on December 7, 1995. On October 6, 2000 Greystar formed a wholly owned subsidiary,
Greystar USA, Inc., a Montana Company, for the purpose of pursuing oil and gas activities in the United
States. Greystar USA, Inc. was dissolved on August 4, 2005.

Offices

The registered office of Greystar is located at 3000 Royal Centre, 1055 West Georgia Street, Vancouver,
British Columbia, V6E 3R3. The head office and principal office of the Company is located at Suite 300,
570 Granville Street, Vancouver, British Columbia, V6C 3P1.

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

Greystar commenced operations as a mineral exploration company in 1987. Over the next 19 years,
Greystar explored properties in several locations including Ontario, Brazil, Portugal and Colombia.

For the past three years, Greystar’s principal project has been at Angostura in Colombia. Greystar’s
current efforts are focused exclusively on the Angostura Gold-Silver Project, where it directly and
indirectly holds interests in certain exploration licenses and exploitation permit areas covering
approximately 16,031 hectares in the Departments of Santander and Norte de Santander, Colombia.

In 2007 Greystar expects exploration and delineation diamond drilling on the Angostura project to
continue with a new mineral resource estimate to form part of a scoping study.

DESCRIPTION OF THE COMPANY’S BUSINESS


Summary

Greystar is an exploration company. Its objective is to acquire mineral properties which it deems to have
exploration potential and then evaluate the potential. Management and staff determine the appropriate
method for evaluation which will involve one or more traditional geologic techniques such as geologic
mapping, surface and underground sampling, geophysics, geochemistry, trenching, rotary drilling,
diamond drilling, study of aerial photos, library research and other methods. Once a deposit thus
discovered is deemed to be commercial, the Company will determine how to best proceed with its
development. Greystar has limited its exploration to targets with the potential to produce gold and silver.

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Specialized Skill and Knowledge

All aspects of the Company’s business require specialized skills and knowledge. Such skills and
knowledge include the areas of geology, mining, metallurgy, environment issues, permitting, social
issues, and accounting. While recent increased activity in the resource mining industry has made it more
difficult to locate competent employees in such fields, the Company has found that it can locate and retain
such employees.

Competitive Conditions

The Company competes with other mining companies, some of which have greater financial resources
and technical facilities, for the acquisition of mineral concessions, claims, leases and other interests, as
well as for the recruitment and retention of qualified employees. The ability of the Company to acquire
precious metal properties will depend not only on its ability to raise the necessary funding but also on its
ability to select and acquire suitable prospects for precious metal development or metal exploration. See
“Risk Factors – Exploration and Mining Risks, Financing risks and Competition”.

Business Cycle and Seasonality

The Company is a natural resource exploration company focused on gold and as such gold prices have a
direct impact on investor interest. The price of gold, while extremely volatile tends to move up or down in
cycles. The current cycle in gold prices and interest from the financial community appear to be favourable
at this time. The Company’s business is not seasonal.

Environmental Protection

The Company is currently in compliance with all material environmental regulations applicable to its
exploration activities. The financial and operational effects of environmental protection requirements on
capital expenditures, earnings and expenditures during the fiscal year ended December 31, 2006 were not
material. Existing and possible future environmental legislation, regulations and actions could cause
additional expense, capital expenditures, restrictions and delays, the extent of which cannot be currently
predicted. Before production can commence on any properties, the Company must obtain regulatory and
environmental approvals. Environmental operating plans for drilling and underground activities are in
place for the Angostura Gold-Silver Project. There is no assurance that all required approvals can be
obtained on a timely basis or at all. The cost of compliance with changes in governmental regulations has
the potential to reduce the profitability of operations.

Employees

As at December 31, 2006, the Company, its branches and its subsidiaries had 92 employees, plus 68
laborers that are paid on a daily basis.

Foreign Operations

The Company’s key mineral resource property is located in Colombia and consequently the Company is
subject to certain risks, including currency fluctuations and possible political or economic instability
which may result in the impairment or loss of mining title or other mineral rights. Mineral exploration
and mining activities may also be affected in varying degrees by political stability and governmental
regulations relating to the mining industry. Colombia is home to South America’s largest and longest-
running insurgency

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Social or Environmental Policies

Greystar has built strong relationships with the communities in which it operates, and has adopted a
formal social policy that is fundamental to its operations. One of the main policies of Greystar is to
collaborate with the economic development of the region prompting the acquisition of goods and services
from local suppliers. The majority of our employees are locals and within the Occupational Health
Program, Greystar provides and coordinates the necessary medical services for the processing of the
employment illnesses, industrial accidents and the management of medical emergencies. At the project
site, the employees receive food that is prepared in the best possible conditions, offering a variety of
foods with an adequate balance between proteins and carbohydrates, so that each person can balance their
diet in a healthy form. One of the main suppliers of the Project is the Association of Rural Women, entity
that belongs to the municipality of California, which supplies Greystar and their contractors the food
service. Greystar has also initiated the process of inscription and induction of the employees interested in
obtaining sponsorship for high school validation and in some cases, elementary. The 36 workers who
registered in the program started classes at the beginning of 2006. Greystar also supplies educational aid
for higher education to all the employees with more than a year in the Company. Greystar seeks to
cooperate with the regional and local development, combining efforts with companies, local
administrations and the community itself, strengthening their communication and integration and
establishing a relation of good neighbors and associates in the development in order to offer constructive
support and self-management models.

Greystar is committed to complying in all material respects with all environmental laws and regulations
applicable to its activities but at the present time, it has not otherwise adopted an environmental policy
that is fundamental to its operations.

RISK FACTORS

In addition to the usual risks associated with an investment in a business at an early stage of development,
the Directors believe that, in particular, the following risk factors should be considered. It should be
noted that this list is not exhaustive and that other risk factors may apply. An investment in the Company
may not be suitable for all investors.

Dependence on One Principal Exploration Stage Property

The Company is currently dependent upon one principal mineral property, that being its Angostura
Gold/Silver Project, which is a late stage exploration project. The Angostura Project may never develop
into a commercially viable ore body, which would have a materially adverse affect on the Company’s
potential mineral resource production, profitability, financial performance and results of operations.

Foreign Country and Political Risk

The Company’s principal mineral project is located in Colombia. The Company is subject to certain risks,
including currency fluctuations and possible political or economic instability which may result in the
impairment or loss of mineral concessions or other mineral rights, and mineral exploration and mining
activities may be affected in varying degrees by political stability and government regulations relating to
the mining industry. Colombia is home to South America’s largest and longest running insurgency. Any
changes in regulations or shifts in political attitudes are beyond the control of the Company and may
adversely affect its business. Exploration may be affected in varying degrees by government regulations
with respect to restrictions on future exploitation and production, price controls, export controls, foreign
exchange controls, income taxes, expropriation of property, environmental legislation and mine and/or
site safety.

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Exploration and Mining Risks

The business of exploring for minerals and mining involves a high degree of risk. Only a small proportion
of the properties that are explored are ultimately developed into producing mines. At present, none of the
Company’s properties have proven or probable reserves and the proposed programs are an exploratory
search for proven or probable reserves. The mining areas presently being assessed by the Company may
not contain economically recoverable volumes of minerals or metals. The operations of the Company may
be disrupted by a variety of risks and hazards which are beyond the control of the Company, including
fires, power outages, labor disruptions, flooding, explosions, cave-ins, land slides and the inability to
obtain suitable or adequate machinery, equipment or labor and other risks involved in the operation of
mines and the conduct of exploration programs. The Company has relied and may continue to rely, upon
consultants and others for operating expertise. Should economically recoverable volumes of minerals or
metal be found, substantial expenditures are required to establish reserves through drilling, to develop
metallurgical processes, to develop the mining and processing facilities and infrastructure at any site
chosen for mining. Although substantial benefits may be derived from the discovery of a major
mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities or
having sufficient grade to justify commercial operations or that funds required for development can be
obtained on a timely basis. The economics of developing gold and other mineral properties is affected by
many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the
price of gold or other minerals produced, costs of processing equipment and such other factors as
government regulations, including regulations relating to royalties, allowable production, importing and
exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately
mined may differ from that indicated by drilling results and such differences could be material. Short term
factors, such as the need for orderly development of ore bodies or the processing of new or different
grades, may have an adverse effect on mining operations and on the results of operations. There can be no
assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests
under on-site conditions or in production scale operations. Material changes in geological resources,
grades, stripping ratios or recovery rates may affect the economic viability of projects. Depending on the
price of gold or other minerals produced, which have fluctuated widely in the past, the Company may
determine that it is impractical to commence or continue commercial production.

Financing Risks

The Company has limited financial resources, has no source of operating cash flow and has no assurance
that additional funding will be available to it for further exploration and development of its projects.
Further exploration and development of one or more of the Company’s properties will be dependent upon
the Company’s ability to obtain financing through joint venturing, equity or debt financing or other
means, and although the Company has been successful in the past in obtaining financing through the sale
of equity securities, there can be no assurance that the Company will be able to obtain adequate financing
in the future or that the terms of such financing will be favorable. Failure to obtain such additional
financing could result in delay or indefinite postponement of further exploration and development of its
projects with the possible loss of such properties

Limited Experience with Development-Stage Mining Operations

The Company has no previous experience in placing mineral properties into production and its ability to
do so will be dependent upon using the services of appropriately experienced personnel or entering into
agreements with other major resource companies that can provide such expertise. There can be no
assurance that the Company will have available to it the necessary expertise when and if it places its
resource property into production.

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Estimates of Mineral Resources and Production Risks

The mineral resource estimates included in this document are estimates only and no assurance can be
given that any proven or probable reserves will be discovered or that any particular level of recovery of
minerals will in fact be realized or that an identified reserve or resource will ever qualify as a
commercially mineable (or viable) deposit which can be legally and economically exploited. In addition,
the grade of mineralization which may ultimately be mined may differ from that indicated by drilling
results and such differences could be material. Production can be affected by such factors as permitting
regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or
unexpected geological formations and work interruptions. The estimated resources described in this
document should not be interpreted as assurances of commercial viability or potential or of the
profitability of any future operations.

Mineral Prices

The mineral exploration and development industry in general is intensely competitive and there is no
assurance that, even if commercial quantities of proven and probable reserves are discovered, a profitable
market may exist for the sale of the same. Factors beyond the control of the Company may affect the
marketability of any substances discovered. Mineral prices have fluctuated widely, particularly in recent
years. The marketability of minerals is also affected by numerous other factors beyond the control of the
Company, including government regulations relating to price, royalties, allowable production and
importing and exporting of minerals, the effect of which cannot accurately be predicted.

Uninsured Risks

In the course of exploration, development and production of mineral properties, certain risks, and in
particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fire,
flooding and earthquakes may occur. It is not always possible to fully insure against such risks as a result
of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future
profitability and result in increasing costs, have a material adverse effect on the Company’s results and a
decline in the value of the securities of the Company.

Competition

The Company will compete with many companies and individuals that have substantially greater financial
and technical resources than the Company for the acquisition of mineral concessions as well as for the
recruitment and retention of qualified employees.

Environmental and other Regulatory Requirements

The activities of the Company are subject to environmental regulations promulgated by government
agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions
on spills, releases or emissions of various substances produced in association with certain mining industry
operations, such as seepage from tailings disposal areas, which would result in environmental pollution.
A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of
operations require the submission and approval of environmental impact assessments. Environmental
legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties
for non-compliance are more stringent. Environmental assessments of proposed projects carry a
heightened degree of responsibility for companies and directors, officers and employees. The cost of

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compliance with changes in governmental regulations has a potential to reduce the profitability of
operations.

The current exploration activities of the Company require permits from various governmental authorities
and such operations are and will be governed by laws and regulations governing exploration, labor
standards, occupational health, waste disposal, toxic substances, land use, environmental protection,
safety, mine permitting and other matters. Companies engaged in exploration activities generally
experience increased costs and delays as a result of the need to comply with applicable laws, regulations
and permits. There can be no assurance that all permits which the Company may require for exploration
will be obtainable on reasonable terms or on a timely basis, or that such laws and regulations would not
have an adverse effect on any project that the Company may undertake. The Company believes it is in
substantial compliance with all material laws and regulations which currently apply to its activities.
However, there may be unforeseen environmental liabilities resulting from exploration and/or mining
activities and these may be costly to remedy.

Failure to comply with applicable laws, regulations, and permitting requirements may result in
enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing
operations to cease or be curtailed, and may include corrective measures requiring capital expenditures,
installation of additional equipment, or remedial actions. Parties engaged in exploration operations may
be required to compensate those suffering loss or damage by reason of the exploration activities and may
have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in
particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of exploration
companies, or more stringent implementation thereof, could have a material adverse impact on the
Company and cause increases in expenditures and costs or require abandonment or delays in developing
new mining properties.

Title Matters

The acquisition of title to mineral concessions in Colombia is a detailed and time consuming process.
Title to and the area of mining concessions may be subject to modifications prior to issuing of a final
concession. While the Company has diligently investigated title to all mineral concessions and, to the best
of its knowledge, title to all of its properties is in good standing, this should not be construed as a
guarantee of title. Title to the properties may be affected by undisclosed and undetected defects.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers of other companies or have
significant shareholdings in other resource companies and, to the extent that such other companies may
participate in ventures in which the Company may participate, the directors of the Company may have a
conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the
event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has
such a conflict will abstain from voting for or against the approval of such participation or such terms. In
accordance with the laws of British Columbia, the directors of the Company are required to act honestly,
in good faith and in the best interests of the Company. In determining whether or not the Company will
participate in a particular program and the interest therein to be acquired by it, the directors will primarily
consider the degree of risk to which the Company may be exposed and its financial position at that time.

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Repatriation of Earnings

Currently there are no restrictions on the repatriation from Colombia of earnings to foreign entities.
However, there can be no assurance that restrictions on repatriation of earnings from Colombia will not
be imposed in the future.

Dependence On Key Personnel

The Company’s development to date has largely depended and in the future will continue to depend on
the efforts of key management. Loss of any of these people could have a material adverse effect on the
Company and its business. In this sense the Company has been, and continues to be, particularly reliant
on David B. Rovig, President, and Frederick Felder, Executive Vice-President. While the Company has
entered into contractual arrangements with Mr. Rovig and Mr. Felder, should either Mr. Rovig’s or
Mr. Felder’s involvement with the Company be curtailed for any reason in the foreseeable future, such
curtailment could have a significant adverse material impact on the Company and, therefore, the price of
its shares. The Company has not taken out and does not intend to take out key man insurance in respect of
any Directors, officers or other employees.

Share Price Fluctuations

In recent years, the securities markets have experienced a high level of price and volume volatility, and
the market price of securities of many companies, particularly those considered development stage
companies such as the Company, have experienced wide fluctuations in price which have not necessarily
been related to the operating performance, underlying asset values or prospects of such companies. There
can be no assurance that continual fluctuations in price will not occur.

Currency Fluctuations

The Company’s operations in Colombia make it subject to foreign currency fluctuations and such
fluctuations may materially affect the Company’s financial position and results.

No Dividends

Investors cannot expect to receive a dividend on their investment in the foreseeable future, if at all.
Accordingly, it is likely investors will not receive any return on their investment in the Company’s
securities other than possible capital gains.

Enforcement of Civil Liabilities

Substantially all of the assets of the Company are located outside of Canada, and certain of the directors
and officers of the Company are resident outside of Canada. As a result, it may be difficult or impossible
to enforce judgments granted by a court in Canada against the assets of the Company or the directors and
officers of the Company residing outside of Canada.

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MINERAL PROJECTS

Angostura Gold-Silver Project, Colombia

The following information has been compiled by Greystar from sources that Greystar believes to be
reliable.

General Information

Colombia is a democratic state located in the Northwest part of South America, whose capital and
principal city is Santafé de Bogotá. Foreign investment is subject to the same treatment as domestic
investment. Most sectors are open to foreign investment with the exception of defense, national security
and some activities related to toxic waste and real estate. Foreign investors must register their investment.
Profits associated with registered foreign investments can be remitted in convertible currency. There is
no limitation on the repatriation of capital or profits.

Colombian source income received by branches of foreign companies is subject to income tax at a rate of
35% of profits plus a surcharge, applicable from 2004 to 2006, of 10%, for an effective tax rate of 38.5%.
There was also an asset tax in effect from 2004 to 2006 of 0.3% payable in January of each year. Tax
reforms completed in December 2006, eliminated remittance tax of 7%, which was payable on profits
remitted abroad. In the 2006 tax reform the corporate income tax rate tax rate has been reduced to 32 %.
A tax of 34% in 2007 and 33% as of 2008. The tax is payable on non-recurring profits received by
foreign branches in Colombia.

With respect to environmental issues, mining companies in Colombia are subject to the authority of the
Ministry of the Environment, the Regional Development Companies and some municipalities and
metropolitan districts. An environmental management plan is required as a condition to the granting of a
mining exploration license and an environmental license for the exploitation stage.

Mining Industry

Mining activities in Colombia are regulated by The Mining Code. Foreign individuals and companies
may apply for and hold mining title on the same basis as local investors. Surface rights are not governed
by The Mining Code and must be acquired directly from the surface rights holders.

The 1988 Mining Code establishes four types of mining title: permits, exploration licenses, exploitation
licenses and concession contracts. An exploration license grants the holder the exclusive right to perform,
in a prescribed area, work directed to identifying commercially exploitable mineral deposits and reserves.
There are three types of exploration licenses: small, medium, and large mining activity licenses. The type
of exploration license is determined by the anticipated volume or tonnage of materials to be extracted
from the mine to be developed on the property. During the term of the exploration license, reports on
work performed on the property must be filed with the Ministry of Mines and Energy. The Ministry
subsequently makes a definitive project classification based on the information filed. The Ministry has
the right to reclassify the project every five years during the exploration phase. There is a maximum size
area for each type of exploration license. The terms of the exploration licenses are determined by area
covered as follows:

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Original Area Type Term Extension

Up to 100 hectares Small 1 year 1 year


100 hectares up to 1,000 hectares Medium 2 years 1 year
1,000 hectares or more Large 5 years N/A

On expiry of an exploration license for small mining activity and any extensions thereof, the license can
be converted, on compliance with prescribed conditions, into an exploitation license. An exploitation
license has a term of ten years. On its expiry, the holder can apply for a ten-year extension or conversion
of the license into a concession contract. On expiry of an exploration license for medium and large
mining activities and any extensions thereof, the license is required to be converted to a mining
concession on compliance with prescribed conditions. There are two types of mining contracts:
concession contracts issued by the Ministry of Mines and Energy and those contracts issued by entities to
which the Ministry has assigned its rights. A concession contract gives the holder the exclusive right to
extract certain minerals and conduct the activities necessary for exploitation, transport and shipment of
the same. Concession contracts have a term of 30 years.

There are various government fees and royalties payable by mining titleholders. Holders of exploration
licenses for large mining activities must pay a fee equal to the prescribed minimum daily wage multiplied
by the number of hectares covered by the license. The fee is payable annually until the commencement of
commercial production from the property. As of 2002, on commencement of production, a royalty at an
effective rate of 3.2% of the London gold price fixing is payable. For underground mines, the royalty is
payable when annual production exceeds 8,000 tons and, for open pit mines, when annual production
exceeds 250,000 cubic meters.

In June of 2001, a new Mining Code was enacted which somewhat simplifies and streamlines procedures
for concessions. The separation of concessions into three difference levels for small, medium and large
mining no longer exists. There is now only one title which, once bestowed, has a duration of 30 years and
can be extended a further 30 years, and further first rights for subsequent periods of 30 years. Within the
first 30 year period, there is an exploration phase of three years with a further two year extension. This is
followed by a construction phase of three years with a further one year extension. Despite these time
limits, mining can start any time within this phase. To obtain the requisite permits to explore and mine
the necessary environmental plans and report studies need to be presented and approved.

Companies can elect to maintain existing claims under the 1988 law or elect to comply with the new law.
The period of election has now expired.

Project Description and Location

As of February 24, 2007, Greystar directly holds interests in the following mining titles:
3452, integrated contract that included ten titles: existing claims Nos. 3452, 0110-68, 0102-68, 0140-68,
0300-68, 0302-68, 0045-68, 0047-68, 13356, 13929, GB3-091 and the two proposed contracts 370-68 and
HDB-082. The contract area is 5,244 hectares. The consolidated land package also includes important
concessions such as contract GB3-091, which covers 7 key hectares in the prospective but yet untested
Violetal area and concession proposal HDB-082, which covers 33 hectares in the area of the Angostura
deposit. The latter concession covers the fractions that arose between different claims within the block
and this resolves the corridors that had not been previously titled to Greystar The contract for the
integration was signed by INGEOMINAS, the Colombian Government Agency responsible for mineral
concession on February 8, 2007. The new integrated mining concession has a starting date of 1990. The
date of the oldest and principal mining concession in the group is 3452 which has a 30-year duration.

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Under current mining law, upon termination in 2027, the concession can be renewed for another 30 years.
Greystar is in the registration process that includes an environmental insurance policy. The consolidated
concession excludes three claims that were not covered by the current mining law; these are 101-68, 127-
68 and the Armenia claim P6979.

Summary of Angostura Project Mining Titles


Table 1

Annual
Title Area (ha) Status Expiry Date Agreement Payments Royalties Fees (US$)
Date Made (1) Due
New
3452:* 5244.8584 CC 2027 93,000
102-68* 5.2000 Integrated 31/01/97 280,000 None
3452* 230.0000 Integrated 10/12/94 700.000 10% NPI
45-68* 1,372.3000 Integrated 30/06/95 2,000 None
47-68* 53.9000 Integrated 13/02/95 157,500 10% NPI
302-68* 3.7000 Integrated 28/11/00 0 None
13356* 22.0000 Integrated 17/02/99 160,000 None
140-68* 18.9000 Integrated 25/01/99 500,000 None
13929* 69.9000 Integrated 24/02/99 150,000 None
110-68* 3.6000 Integrated 31/01/00 125,400 None
300-68* 2,688.6000 Integrated 20/12/99 53,586 None
HDB-082* Integrated
GB3-091* Integrated
0370-68* Integrated
Production
101-68 5.6575 EPL 19/04/10 19/04/06 130,435 None status
Production
127-68 3.5000 EPL 19/04/10 30/07/02 10,811 None status
Production
6979 40.0000 P 10/07/26 02/03/06 298,900 None status
22346 1,184.0971 CC 18/09/ 07 18/09/98 62,501 None 25,500
300-68 9.1906 CC 13/10/ 08 20/12/99 191 None 54
Pending
AJ5-143 3,890.5000 CC Register 21/03/06 0 None 46,000
AJ5-142 4,061.1156 CC 15/11/ 36 22/09/06 0 None 48,000
343 600.0000 CC 09/02/37 13/12/06 0 None 3,500
15,038.2617* 2,631,324
hectares

Note: CC = concession contract; EL = exploration license; EPL = exploitation license; NPI = net profits
interest; P = exploration and exploitation permit. *Claim holdings reduced from 16,013 to 15,038.2617 at
the request of the Company to preserve the environmental integrity of specific areas.
(1) U.S. dollars

Under the integrated concession, Greystar now has a five year transition period to facilitate exploration
and construction before going into production. Greystar has purchased over 2,000 hectares of surface
rights and this process is ongoing.

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Specific permits for the work being conducted by Greystar at the Angostura Gold-Silver Project are not
required. However, environmental operating plans for the drilling and underground work must be
submitted and adhered to. Those plans have been timely submitted to the authorities for past and ongoing
work.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Angostura Gold-Silver Project is situated in Northeastern Colombia close to the border with
Venezuela, approximately 55 kilometers north-east of the city of Bucaramanga (population one million
in the metropolitan area). More specifically, the project lies at 07º24’N and 72º57’W. The project site is
accessible by automobile from Bucaramanga via the villages of Suratá and California (approximately 2.5
hours). There are frequent turboprop and jet flights from Bogotá to Bucaramanga, and also a daily flights
between Medellin and Bucaramanga.
The Angostura Gold-Silver Project is a late stage exploration project. It is not possible to quantify plans
for ongoing mining operations until and unless a feasibility study is completed. The Company has
acquired considerable ownership of surface rights to accommodate mining operations, tailing storage
areas, waste disposal areas, heap leach pad areas, and potential processing plant sites. The Company
expects that it will continue to acquire additional surface rights and that it will hold sufficient rights for
mining operations if a positive feasibility study is obtained.

The moderate to steep topography of the area and the elevation ranges of 2600 meters to 3400 meters will
present engineering challenges for any potential mining and metallurgical facilities, but the Company
believes such challenges can reasonably be expected to be met. Vegetation in the area is mostly grass and
scrub brush with indigenous trees up to 3,100 metres and water from nearby creeks appears to be
sufficient to sustain the potential operations. A major transmission (220 kilo volt amps) line is located 10
kilometers west of the project site and is expected to be able to provide adequate power. There are
numerous light capacity power lines currently traversing the site. The villages of California and Vetas,
both about 10 kilometers distance from the project, supply modest infrastructure and a good basic work
force. The climate at the project site provides a comfortable operating environment and currently allow
for 24 hours per day on a 12 month per year operation.

Property History

The Angostura area lies within the California district where the pre-Colombian Chitara civilization was
actively involved in gold mining. The town of Suratá was the centre of activity. Pre-Colombian gold
mining came to a halt in 1644 and the mines were abandoned. Apart from intermittent small-scale mining
activities, little was reported until 1824, when the Colombian Mining Association Company became
involved in gold mining in the California district until 1900. In 1906, a French mining company mined
gold and produced a matte (gold-silver-copper) which was sent to Europe. Mining activities, however,
stopped at the outbreak of World War I.

The Anaconda Mining Company carried out a small diamond-drilling program in the Angostura gold belt
(southern extension) just after World War II. Core recovery was so poor (<29%) that the project was
abandoned shortly afterwards. In the 1970’s through the mid 1990’s a number of major and intermediate
size exploration and mining companies did property examinations in the area.

The present gold mining activities in the District are small-scale operations and consist of small
operations along Baja Creek. However, gold recovery is poor, owing to outdated technology. The largest
small scale gold mining operation (30 tonnes per day) appears to be the Sociedad Minera La Bodega,

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which is located southwest of the Angostura resource and recovers free gold by a combination floatation
and cyanidation.

Geological Setting

Regional Geology

The Angostura Gold-Silver Project lies within the Angostura-California gold province, a belt of gold
deposits and properties lying along the Rio La Baja fault structure that trends north-easterly from the town
of California along the Rio La Vetas. This fault structure passes through Jurassic-Triassic granitoid
bodies, Precambrian to Paleozoic high grade metamorphic rocks and metasediments, quartzite, limestone
and argillite. Cretaceous and possibly Tertiary quartz porphyry intrusions are related to gold-silver
mineralization All rocks are metamorphosed and were intensely deformed during several orogenic events
giving rise to the prominent north-east trending structural grain in this part of the Cordilleran belt. The
pre-Permian rocks here are referred to as the Santander massif, one of many such Proterozoic basement
complexes in the region. Epithermal to mesothermal-style gold deposits associated with intense
hydrothermal activity are present throughout the California-Angostura region.

Local and Property Geology

Rocks of the Bucaramanga gneiss and magmatic complexes underlie the property, the former in the
central part of the property and the latter to the south and west. Small bodies of quartz monzonite
porphyry underlie much of the “Mina El Diamante” and “El Silencio” claims. A broad zone of silicified,
sericite and clay-altered rock has been mapped from Los Laches trending westerly to Mina El Diamante.
This alteration zone is some 1200 meters by 2,000 meters and includes most of the structures exploited by
early workers in the region.

Exploration and Drilling

The first modern exploration was in 1948 when Anaconda did an examination and study in the area. In
the 1970’s Placer Development examined the gold potential of the area. In the 1980’s INGEOMINAS
carried out geochemical surveys for copper. Concurrently, Japanese interests explored the area for its
uranium potential. It was not until 1995 that comprehensive precious metals exploration was commenced
at the Angostura area by Greystar.

Greystar personnel first visited the Angostura area in early 1994, and commenced core drilling in
July 1995.

The main exploration tool is diamond drilling. All core was split and a split sent to Vancouver for
preparation and analyses. From 1995 through 1999 an extensive exploration program featured 52,000
meters of core drilling in 181 holes.

Other work included surface and underground channel and chip samples and geochemical surveys.
Surface and underground mapping provided an understanding of the mineralization control. Structural
and alteration studies were used to confirm the controls of mineralization. Initial metallurgical work
included bottle roll and column tests.

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A summary of diamond drilling to December 31, 2006 is set out in the table below.

Period Holes Meters


1995 to late 1998 139 38,836
Late 1998 and 1999 44 15,255
2000 to June 2003 Nil Nil
June 2003 to May 2004 61 19,032
June 2004 to March 2005 61 23,041
April to September 2005 38 13,353
September 2005 to June 2006 100 39,616
TOTAL 443 149,133

Sampling and Analysis

All of the holes drilled at the Angostura Gold/Silver Project were cored, and all core was sawn and logged
on site from inception through 1999. One half or one quarter of the core was retained in Bucaramanga for
future reference and the other half of the core was divided into samples that were generally in one or two
meter intervals. Sample intervals were determined by a geologist after carefully logging rock types,
mineral content, structure and all other viable geological parameters necessary to a proper determination.
The entire length of the core was sampled. Samples were bagged and delivered to an international courier
at the Bucaramanga Airport by one of the project geologists. The sample bags were air freighted to
Vancouver, Canada where the samples were analyzed at Rossbacher Laboratories Ltd. (“Rossbacher”) of
Vancouver, British Columbia. A standard sample preparation protocol was used. From July 2003 until
early 2004 drill core was sawn in quarters (HQ) or halves (NQ), with one quarter or one-half of the core
samples shipped to ALS-Chemex Laboratory (ISO 9001-2000 Accredited) or ACME Laboratory (ISO
9001-2000 Accredited) in Vancouver, British Columbia for preparation and analysis. The remainder of
the core was retained for future assay verification.

In 2004 Greystar commissioned a sample preparation laboratory at the project site. The preparation on
site consists of crushing one half of the split to >90%-10 mesh, and selecting a 250 gram split that is then
air freighted to the laboratories in Vancouver. All samples coming from mineralized structures are
assayed for gold by ALS Chemex in Vancouver using the AA25 method (Fire Assay – AA finish) on a 30
gm sample (1AT) and analyzed for Ag and other elements using a four acid digestion multi-element ICP
method (ME-ICP61). In the case of weakly altered core, samples are geochemically analyzed for Au and
other elements by ICP – MS methods (1 DX) using a 15 gram sample by ACME Laboratory in
Vancouver.

Security of Samples

In 2003, Greystar implemented a quality control program to ensure sampling and analysis of all
exploration work is conducted in accordance with best exploration practices in Canada, Australia and
South Africa and the requirements of the Companion Policy to National Instrument 43-101. Under these
quality assurance measures, the laboratory re-assays using the ALS-Chemex or ACME protocols and
additional checks are run on anomalous values at an independent laboratory in Vancouver, BC, Canada.
Greystar also implements the use of standards prepared by Canadian laboratories in Canada and field
blanks presently using gneiss. In August 2005, Greystar retained Smee and Associates Consulting Ltd. to
review the data collection, quality control procedures and on-site sample preparation laboratory.
Subsequent reviews of Greystar’s QC-QA program have been carried out by Smee and Associates as well
as by Strathcona.

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Mineral Resource Estimate

Greystar has commissioned various resource studies as the Angostura Project has progressed. In April
2005, Snowden Mining Industry Consultants Inc. (“Snowden”), completed a NI43-101 technical report
for the Company entitled “Technical Report for the Angostura Project, Santander Province, Colombia”
dated April 11, 2005. In September, 2005 Snowden provided an updated resource estimate in a technical
report entitled “Resource Update, Angostura project, Santander, Colombia” dated September 14, 2005.
This report was amended and filed as “Amended Resource Update, Angostura project, Santander,
Colombia” (the “Snowden Report”) on November 10, 2005. A report entitled “Technical Report Updated
Mineral Resource Estimate Angostura Gold Project Santander Colombia for Greystar Resources Ltd.”
dated August 30, 2006 was prepared by Strathcona Mineral Services Limited (the “Strathcona Report”).

These reports may be found on SEDAR (www.sedar.com).

The following Summary is an excerpt from the Strathcona Report:

“1. SUMMARY
1.1 Background
The Angostura gold-silver project has been explored by Greystar Resources Ltd. (Greystar) since
1995, with a notable interruption due to security issues from 2000 to 2003. A number of mineral
resource estimates have been completed and reported on in the past, reflecting the increasing
amount of exploration information. The last such estimate was prepared by Snowden Mining
Industry Consultants (Snowden) in November 2005 based on information available to June 2005.

Greystar has requested Strathcona Mineral Services Limited (Strathcona) to guide, review and
report on an updated estimate of the Angostura mineral resources that takes into account the
surface and underground drilling program undertaken on the property since June 2005. Greystar
staff with the help of outside specialists prepared the resource estimate, with the active guidance
and involvement of Strathcona.

The present resource estimate will serve as the partial basis for a preliminary economic
assessment (“scoping study”) to be carried out by Hatch Ltd. of Vancouver (Hatch). The scoping
study will critically evaluate the technical and economic possibilities of the project in light of the
current project knowledge, and, if positive, will provide the justification for Greystar to embark
on the additional work programs required to advance the project to the feasibility study stage.

1.2 Property Location and Description


The Angostura gold-silver project is located in northeastern Colombia near the border with
Venezuela, some 370 kilometres to the north of the capital city of Bogotá and approximately 40
kilometres northeast of the city of Bucaramanga. The site is accessible from Bucaramanga on
mostly unpaved roads, with the trip taking approximately two hours. A number of drill roads and
footpaths provide access in the area. The property is located in steep, mountainous and relatively
rugged terrain at elevations ranging from 2600 to 3400 metres above sea level. The average
annual temperature is 9 to 11° C, with little seasonal change. Average annual precipitation is
740 millimetres.

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Vegetation in the area of the Angostura Project is light “alpine scrub” on the slopes, while there
is significant growth of oak and eucalyptus trees along watercourses at lower elevations. The
local vegetation supports only a limited level of agriculture and livestock pasturing. The principal
economic activity in the area is the small-scale exploitation of gold from veins that are part of the
overall Angostura mineralized system. The area is served by the national electric power grid,
which is described by Greystar as efficient and reliable.

The Angostura property consists of 15 individual licences wholly-owned by Greystar that cover a
large area of nearly 10 600 hectares and extends beyond the immediate resource area. According
to information provided by Greystar, nine of the licenses are in good standing until at least 2007
while three licences have expired. Two of the licences have recently been acquired and are in the
process of being registered. In December of 2002, Greystar filed a petition with the Colombian
authorities to integrate the central, key part of their claim holdings covering the area of the
current resource estimate into one concession contract in accordance with provisions of the new
Mining Code enacted in 2001. The granting of the new concession has been delayed due to the
existence of several small claim fractions not owned by Greystar. Statements from the Colombian
authorities have been provided that while this process is ongoing, Greystar retains mining title to
all of its claims, including those that have expired, but the uncertainty created by the continued
existence of the claim fractions is of concern.

1.3 Project History


Early gold mining activities are reported to have occurred in the general area of the Angostura
deposit since pre-colonial times and continued during Spanish rule with the mining of high-grade
veins and placers in the area. After independence and throughout the last century, precious
metals were mined on a small scale in the districts of Vetas and California, until 1944. Greystar
became involved in the project in 1994 and conducted substantial exploration until 1999
consisting of surface mapping, sampling and diamond drilling. The drill hole database at the end
of 1999 consisted of 181 diamond drill holes totalling nearly 52 000 metres. Because of security
and economic considerations, little fieldwork was accomplished from 2000 until 2003, when
Greystar commenced a substantial surface and underground exploration program.

Each of the historical resource estimates showed Angostura to be a large but relatively low-grade
deposit with potential economic merit and provided the justification for Greystar to continue the
exploration of the project, which has resulted in a gradual improvement of the data density
covering the deposit, and has also succeeded in expanding its overall known size.

1.4 Angostura Geology and Mineralization


The Angostura property is situated within the western branch of the Eastern Cordillera in
northeastern Colombia, and more specifically within the Santander Massif that consists of
Precambrian gneisses and schists of the Guyana Shield. Intermediate intrusives of the Santander
Plutonic Group were emplaced during a period of uplift in the Triassic/Jurassic. Younger
porphyries common in the immediate area of, and likely related to, the mineralization are of
Tertiary age. Regional faulting parallels the topographic fabric, and more local, northeasterly
faulting is considered to have guided the intrusive rocks and the subsequent alteration and
mineralization.

Angostura is part of the Angostura-California gold province, a belt of epithermal gold


occurrences of the high sulphidation type and characterized by the association of gold with
silver, copper, arsenic, bismuth, molybdenum and tellurium. The existence of a breccia body

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hosting copper and molybdenum mineralization four kilometres from the site points to a
connection with a (buried) porphyry system. Most of the gold is contained within several sets of
anastomosing veins and tabular breccia zones. Alteration within the vein-like structures is
dominated by silica, both in the form of free quartz and as silicification, and sericite, while the
host rocks are strongly argillized. Several hydrothermal pulses are discernable and show a
decrease of temperature with time, from >300° C to about 250° C, according to fluid inclusion
studies.

The Angostura gold-silver mineralization occurs in a swarm of veins and mineralized structures
that strike east-west, northeast-southwest and northwest-southeast and dip steeply to the north.
Recent structural studies have identified five stages of mostly brittle deformation, four of which
are mineralized. It is the continued history of deformation and intrusive activity that provided the
thermal impetus and structural pathways for a major precious-metal deposit.

The mineralized structures may be single veins, but are more often made up of several, closely
spaced composite veins. Almost two hundred individual veins and composite structures have been
correlated to date on the basis of surface mapping, mapping of underground workings, and
interpretation of drill hole data that vary in width from less than two metres for individual veins
to over 40 metres for composite structures.

The gold mineralization has two grade populations. The majority of values (92%) are less than
two grams per tonne (g/t) and show good continuity within the veins. A small high-grade
population represents high-grade shoots and vein segments located in structurally favourable
locations such as at the junction of two veins of different direction. Mapping and sampling of
underground openings has confirmed the general grade character of the veins and of a few high-
grade shoots. The current drill-hole density, however, is generally not capable of providing
reliable data on the size and shape of the shoots, which have an influence on the overall resource
grade larger in proportion than their small volume. The realistic modelling of the volume and of
the grade of the shoots is thus a prerequisite for any reliable resource estimate.

There are two areas in the northern part of the deposit that were modelled as relatively large
bulk zones. This concept was introduced to account for continuous mineralization found in these
areas that is difficult to resolve into individual veins.

In addition to veins, disseminated mineralization above cut-off grade occurs in several areas
between the veins, most notably in the south of the Angostura property. Part of this
mineralization constitutes obvious veins that have not been found in adjacent holes, while the
remainder is more properly called disseminated.

Surface oxidation has affected the rocks at Angostura to depths of up to 170 metres along specific
structures. It is more generally in the range of 10 to 30 metres at the edge of the deposit, and
attains depths that vary from 40 to 100 metres in its central parts. The oxidation is irregular in
shape and is of partial character, i.e., fine-grained sulphides in dense quartz often remain fresh
even near surface, while the coarser sulphides are often completely oxidized.

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1.5 Database
As a result of the additional work completed since 2003, the project database now includes 443
surface drill holes with an aggregate length of over 147 000 metres, 975 muck samples from 1800
metres of underground drifting and crosscutting on the 2850 level, and 68 underground drill
holes with an aggregate length of close to 17 000 metres. For much of the resource volume, the
drill density is now on a nominal 50-metre spacing, with initial 25-metre spacing accomplished
as a result of underground drilling on the 2850-metre level. The total number of assays from all
sources used for the current resource estimate comprises about 105 000 samples.

The past and ongoing sampling and assaying protocols employed by Greystar were and are
comparable with industry standards. A detailed review of the assay database and the results of
the quality control measures undertaken since 2003 confirms the assay database to be reliable,
with individual assays having a high degree of precision due to the fine-grained nature of the
gold in the Angostura deposit. The project exploration database was set up and is being
maintained by Greystar personnel and is in good order, after a number of earlier clerical errors
and shortcomings had been corrected.

For the unoxidized mineralization, the large number of specific gravity (SG) determinations now
available show a general increase of the SG with the pyrite content which in turn is positively
correlated with the gold grade. Due to the partial weathering of the pyrite, this positive
correlation between SG and gold grade has largely disappeared in the oxide zone.

1.6 Metallurgical Testwork


Continuing metallurgical testwork currently being undertaken by two laboratories has
concentrated on the treatment of the ore by heap-leaching and by flotation. The results indicate
that the oxidized mineralization is amenable to heap leaching, and that the unoxidized
mineralization contains a refractory component that makes conventional heap leaching
unattractive. The response to the flotation testwork has been the reverse, with oxidized ore being
unresponsive. The recovery of gold from fresh mineralization into a bulk sulphide flotation
concentrate was superior to the recovery by direct cyanide leaching at a grind of 106 µm, and
appears to be a promising approach. Additional flotation testwork including locked-cycle tests
are planned to confirm initial batch results that indicate gold and silver recoveries of 90% into a
bulk sulphide concentrate with a mass pull of 12%. The subsequent recovery process of gold and
silver from the concentrate has yet to be identified. Leach and flotation testwork is continuing and
the results will be incorporated into the preliminary economic assessment by Hatch.

1.7 2006 Resource Estimation


As in the past, Greystar geological staff have undertaken a detailed interpretation of the vein
system containing most of the gold at Angostura which has provided the geological framework
for the current resource estimate. A five-metre minimum mining width was observed during the
interpretation. Two bulk zones have been created where resolution of widespread mineralization
in the Veta de Barro area into individual veins proved impossible.

The assay database has for the first time been divided into low-grade and high-grade
populations, which were evaluated and treated separately. A distinction was also made between
two main geographic areas, the main part of the deposit and the Veta de Barro area, with
different gold grade distributions. Virtually no capping of outlier values was required for the two

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low-grade populations, while the high-grade populations required capping, more severely for the
Veta de Barro area. After capping, the coefficients of variation for the different gold grade
populations are now at or below 1.3, a reasonable level for gold deposits.

A critical review has shown that the previous concept of attempting to physically model the high-
grade mineralization by designing shoots around high-grade intersections was arbitrary since the
detailed information required is not yet available for much of the deposit. The current estimate
takes a different approach by estimating the probability of each block in the block model to
contain high-grade mineralization. A number of trial runs were undertaken until a set of
probability interpolation parameters was found that produced realistic results. This is a critical
issue since it is estimated that the high-grade population of the deposit, which occupies less than
10% of the deposit volume, contains more than 50% of the contained gold. The interpolated
probabilities were used to calculate high-grade and low-grade tonnages for each block.

The variography for the deposit is not well documented because of the still relatively large
spacing between data points. However, the values obtained for the low-grade and for the high-
grade assay populations are comparable to those obtained during earlier studies and were used
to determine the search distances for the gold grade interpolation. The grade interpolation of the
high-grade assay population was mostly constrained to about one-half the distance allowed for
the low-grade assay population, with local constraints even more severe. This reduces the
influence of the high-grade assay intervals by limiting the distance over which they could be
projected.

The grade interpolation was completed in two passes, with the results of the initial pass using a
shorter set of search distances, approximating one-half of the variography ranges. The blocks
estimated during this pass were placed in the indicated category. Doubling of the search
distances resulted in blocks being assigned the inferred category. Those blocks of the block model
that did not receive a grade estimate during the second pass were not assigned any grade, or
resource status.

As were its predecessors, the current resource estimate is reported at two incremental cut-off
gold grades, 0.4 g/t for the oxidized and 0.55 g/t for the fresh mineralization The following table
summarizes the 2006 mineral resource estimate for the Angostura deposit and provides summary
data for the previous estimate undertaken by Snowden in November of 2005.

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Angostura Mineral Resource Estimate as of June 30, 2006


– millions of tonnes and thousands of ounces –

Indicated Mineral Resources Inferred Mineral Resources


Tonnes Au (g/t) Au (oz) Tonnes Au (g/t) Au (oz)
Oxide Mineralization
Veins 37.9 1.2 1 402 5.8 2.2 421
Bulk Zones 2.4 1.1 81 0.6 1.8 37
Disseminated 6.5 0.6 116

Sub-total Oxide 40.3 1.1 1 483 12.9 1.4 574


Sulphide Mineralization
Veins 120.9 1.4 5 235 54.5 1.8 3 075
Bulk Zones 5.2 1.6 265 3.7 2.4 281
Disseminated 12.1 0.7 286

Sub-total Sulphide 126.1 1.4 5 500 70.3 1.6 3 642


Oxide & Sulphide Mineralization
Veins 158.8 1.3 6 637 60.3 1.8 3 495
Bulk Zones 7.6 1.4 346 4.3 2.3 318
Disseminated 18.6 0.7 402

TOTAL 166.4 1.3 6 982 83.3 1.6 4 216

Snowden November 2005 148.1 1.2 5 811 123.3 1.1 4 481

Silver values at Angostura are low and average 6 and 7 g/t for the indicated and inferred mineral
resources, respectively.

As a result of the substantial additional exploration completed since June 2005, the proportion of
inferred resources is reduced from the previous estimate, but is still significant. This is the result
of the complex structural make-up of the Angostura deposit, for which the drill hole database is
still limited. The reduction in the inferred tonnage from the latest Snowden estimate is further
explained by the employment of a more focussed grade interpolation algorithm and by a more
restricted search distance for the inferred resource class.

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The gold grade in the indicated resource category is significantly lower than that of the inferred
category due to the fact that the indicated tonnage contains a larger proportion of the low-grade
assay population, which has twice the continuity range. If in-fill drilling on 25-metre centres
indicates continuity of the high-grade mineralization, then the proportion of the higher-grade
assay population in the indicated class will increase, and with it the average gold grade from its
current 1.3 g/t.
With the exception of observing a minimum mining width of five metres, the 2006 resource
estimate is without a mining dilution provision, and has no other economic constraints such as a
pit shell.

1.8 Observations and Conclusions


The 2006 resource estimate can be used with good confidence for the preliminary economic
assessment by Hatch that will investigate the basic mining and process engineering approaches
and related operating and capital costs for a possible mining operation at Angostura. However,
re-blocking to take into account the choice of mining equipment is required to include a
reasonable provision for external dilution and ore losses, and pit optimization should only be
conducted on the re-blocked, diluted model.

While the scoping study and related activities such as the ongoing metallurgical testwork are the
most important activities for the Angostura project in the immediate future, field programs
planned by Greystar for the second half of 2006 include additional surface diamond drilling to
investigate the recently-discovered mineralization in the northern part of the deposit, continued
25-metre spaced underground drilling coupled with additional underground development. The
planned program includes a total of 500 metres of additional underground development, 27,500
metres of surface drilling and 2,500 metres of underground drilling. Total estimated costs are
$7.5 million for the six months ending December 31, 2006.

The Hatch scoping study will evaluate the economic prospects of the project and in the positive
case, will provide the justification to take the mineral resources to the feasibility level by
conducting a comprehensive in-fill and condemnation drill program, plus attendant other
investigations required for a feasibility study. The grade-tonnage curve for the Angostura deposit
is quite steep in the range of the cut-off grades at which the current resource estimate has been
reported, and a small change in the cut-off grade has great leverage on the resultant resource
tonnage, with a lesser impact on the average grade. Should the Hatch study result in the
requirement for higher incremental cut-off grades, then a substantial loss of resource tonnage,
with only a moderate increase in the gold grade, would be incurred.

The continued existence of small claim fractions not owned by Greystar over parts of the deposit
resource area would be of considerable concern if ownership by Greystar cannot be secured.”

In February, 2007, the Company reported that key property claims over its wholly-owned multi-million
ounce Angostura gold-silver resource in northeastern Colombia have been consolidated into a mining
concession, thus resolving the issue of small claim fractions. (Refer to section on “Mineral Projects –
Project Description and Location” for further information.)

On December 13, 2006, the Company announced the results of an internal update to the resource estimate
of August 30, 2006. By including data from an additional 26,192 metres of drilling the Company was
able to announce the following highlights.

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Highlights:

• Indicated mineral resource update at Angostura of 7.42 million ounces of gold with 32.97 million
ounces of silver;
• Inferred mineral resource update at Angostura remained at 4.22 million ounces of gold with 17.71
million ounces of silver;
• Average gold grade increases to 1.33 g/t in the indicated mineral resource category and 1.62 g/t in
the inferred mineral resource category;
• Updated mineral resource update includes the results from 573 drill holes totaling 187,902 meters
of drilling;
• Updated resource will be utilized for the Scoping Study underway by Hatch and Associates,
Vancouver.

Indicated
Tonnes (000,s) Gold Grade Total Gold Silver Grade Total Silver
(g/t) (000,s oz) (g/t) (000,s oz)
Oxide 42,077 1.13 1,526 7 8,976
Sulfide 131,278 1.40 5,893 6 23,994
Total 173,355 1.33 7,419 6 32,970

Inferred
Tonnes Gold Grade Total Gold Silver Grade Total Silver
(000,s) (g/t) (000,s oz) (g/t) (000,s oz)
Oxide 13,342 1.39 596 7 2,931
Sulfide 67,517 1.67 3,619 7 14,776
Total 80,859 1.62 4,215 7 17,707

The key assumptions, parameters and methods used in the the updated reserve estimate, were the same as
those used by Strathcona in the June 2006 resource estimation. The update was reviewed and the date
verified by the Company’s Executive Vice-President, P.Geo., a qualified person for the purpose of
National Instrument 43-101. The internal updated resource estimate should be read with reference to the
Strathcona Report referred to above.

Metallurgy

Metallurgical testing achieved significant positive results and began to show the way to a process for
recovering the gold and silver values at Angostura.

Colorado-based Little Bear Laboratories completed the bio-oxidation testing on two Angostura sulphide
samples. The first sample, which graded 1.51 grams gold per tonne, and yielded 42% gold recovery by
cyanidation without bio-oxidation, showed an increase to 92% gold extraction after bio-oxidation. Gold
extraction by cyanidation of the second sample, grading 3.64 grams gold per tonne, increased from 39%
without bio-oxidation to 86% after bio-oxidation.

Both samples were readily bio-oxidized in stirred reactor batch tests with nominally <150 mesh material
at 10% solids at 36-to-37 degrees Celsius. The gold extraction increased with the extent of oxidation and
it is anticipated that milling the ore more finely would probably increase the rate and extent of pyrite bio-
oxidation, likely resulting in even higher gold extractions. Silver extractions for the unoxidized samples

JBD/1507653.02
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were 85% and 69%, respectively and did not increase with bio-oxidation. This amenability testing
program is considered the first step in the potential evaluation of the Angostura sulfide mineralization to
whole ore bio-oxidation or bio-oxidation of flotation concentrate.

Test work to assess the metallurgical parameters and metal recoveries from the Angostura oxides,
transitional material and the primary sulphides has made significant strides over the past year. Last year, a
preliminary flotation testing program completed at British Columbia-based G&T Metallurgical Services
Ltd. demonstrated that the Angostura sulfide mineralization also responds well to concentration using
conventional flotation methods. Gold recoveries of greater than 90% were obtained from the two sulfide
drill core composites evaluated, with rougher concentrate mass pulls of 10% to 14%. These results
indicate good potential for processing the Angostura sulfide mineralization using a flow sheet
incorporating flotation, oxidative treatment of the flotation concentrate, and cyanidation of the oxidized
product. Follow-up testing is continuing to evaluate the response of flotation concentrate produced from
the sulfide mineralization to oxidative pretreatment followed by cyanidation.

Meanwhile, results from a detailed heap leach testing program at Arizona-based METCON Research
confirmed that oxide drill core composites were readily amenable to simulated heap leach cyanidation
treatment. Column test gold recoveries obtained from the oxide composites at a 19mm feed size averaged
greater than 90% in 60 days of leaching.

Results from the same heap leach testing program have shown that the transition drill core composites
were also amenable to simulated heap leach cyanidation treatment. Column test gold recoveries from
those composites averaged 74% in 60 days of leaching at a 19mm feed size. Results from earlier testing
on two other transition drill core composites showed those composites to be amenable to simulated heap
leach cyanidation treatment at 25mm and 13mm feed sizes.

To date the METCON work includes 28 column tests and 76 bottle roll tests. The work at G& T
Metallurgical includes a total of 47 flotation tests. The metallurgical test work has now advanced to the
stage where the projected economics of the Angostura oxides and transitional material can be optimized
by evaluating the sensitivity of the ore to crush size and leaching conditions. On the deeper sulphide
material, metallurgical test work will focus on the most likely potential processing alternatives (roasting,
autoclaving or bio-oxidation) for flotation concentrate generated from the Angostura sulfide
mineralization.

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Exploration and Metallurgical Development

In May 2002 a three phase exploration and development plan was finalized for the advancement of the
Angostura Project. Implementation of the plan was delayed for a variety of reasons including the
establishment of a proper security protocol. However, in June 2003 work commenced on Phase 1 which
involved 20,000 meters of infill and step-out drilling and the commencement of 2,000 meters of
underground advance to provide access for underground drill stations and metallurgical sampling. Phase
1 was deemed complete in June 2004 when the drilling component was completed. Phase 2 was
immediately commenced with a goal of drilling an additional 42,000 meters and completing the
underground work. The drilling program was then expanded after the mineralizing structures continued
to be intercepted, particularly to the north in the Veta de Barro area. By the end of 2005 a total of 143,891
meters had been drilled in all phases and underground drilling and metallurgical sampling had
commenced from the portion of the underground work that had been completed. In 2005 the Company
transitionied to Phase 3, which is an economic evaluation phase. In 2006 Greystar carried out extensive
infill and step out drilling to both enhance the resource base as well as improve the confidence levels of
the existing resources. On March 30, 2007 there were ten diamond drills on site and 11 geologists
employed.

In November 2004, six underground composite samples were collected from La Perezosa area of the
deposit where large concentration of coarse pyrite and very intense alteration occurs. The samples, as
received by Metcon Research's laboratory in Tucson, Arizona, were determined to be quite low-grade
with all but one sample assaying less than 1 gram gold per tonne. Although the grades of the samples
were generally at or below the cut-off grade of the sulphide resource, Metcon developed leaching
characteristics of the samples using cyanidation bottle roll tests and then column tests were conducted on
three of the six samples under an open cycle type of leaching regime. The tests were standard leach
procedures as are common and acceptable industry practice. Bottle roll testing was conducted on all six
samples and on that basis samples from Veins 54, 62, and 350 (2 each) were subjected to 103-day open
cycle column leach tests. Two samples from each vein were processed (1" crush size and ½" crush size).
Gold recoveries on these columns ranged from 51% to 66% and silver recoveries ranged from 53% to
87%. Reagent consumption was modest with NaCN ranging from 0.7 to 1.7 kg/tonne and CaO ranging
from 1.8 to 2.25 kg/tonne.

During 2005, a total of fourteen metallurgical samples were shipped to Metcon. Samples reported
include Veins 28, 52 and 62, Veta de Barro, Vein 12, Vein 354, La Alta Oxide zone, El Diamante Oxide
Zone, Vein 21 & 22, Vein 24,25,26,27, & 29, Diamante Sulphide, La Alta Transition, La Peresoza
Sulfide and La Alta Sulfide 1.

In 2006 additional samples were collected bringing to 28, the number of columns that were tested for
heap leaching..

The preliminary results from the test program have indicated that the oxidized zones of the deposit appear
amenable to direct cyanidation, as does some of the unoxidized (sulfide rich) material derived from veins.
Cyanidation bottle roll tests from the La Alta oxide zone yielded gold recoveries of 95.3% and 94.7%,
while the Diamante oxide zone samples yielded recoveries of 95.6% and 94.1%. In the sulphide zones,
material from the Veta de Barro area yielded gold recoveries of 61.0% to 75.5%, while Vein 12 material
showed 90.0% and 85.8% gold recoveries and Vein 354 material indicated gold recoveries of 90.2% and
89.3%. Certain sulphide-rich areas in the deposit did resist yielding gold and silver values through
cyanide methods. The lowest cyanide recoveries came in sulphide-rich Vein 24, 25 26, 27 and 29 material
where cyanide soluble copper minerals are present. This sample yielded gold recoveries of 43.9% to
52.4% when using direct cyanidation but increased to 72% when utilizing flotation methods. Six other

JBD/1507653.02
24

sulphide samples gave gold recoveries of 76.7% to 96.2 % when utilizing flotation methods, while the
silver recoveries on these six samples were 75% to 86%. To date, the gravity concentration tests indicate
that the Angostura mineralization does not respond well to concentration by conventional gravity
methods.

In 2005 Greystar constructed a large building at the village of California to provide additional drill core
storage. On the project site near the portal of the La Perezosa tunnel the Company built a metallurgical
sampling facility to handle sample preparation. Equipment for the on-site metallurgical facility, including
a crusher and splitting facilities for processing large samples has been installed and is being employed to
prepare underground muck samples for analysis and metallurgical testing.

The goal of the metallurgical program is to adequately determine the gold-silver recovery rates for the
oxide, shallow sulphide and deep sulphide zones, in the individual areas that make up the Angostura
deposit. Additional metallurgical tests are on going, including metallurgical test work being carried out at
CIMEX, a metallurgical laboratory at the National University of Medellin.

In 2006 in addition the leach testing, Greystar carried out a program of flotation tests at G&T laboratories
in Kamloops , B.C. Work carried out at Metcon and CIMEX showed that the gold reported to pyrite in
concentrates and as a result Greystar engaged G&T Laboratories, which is based in Kamloops British
Columbia and is a is ISO17025:2000 compliant analytical laboratory to do optimizing flotation works.

In the fall of 2006 Little Bear Laboratories in Denver completed biooxidation tests on sulphide material.
Little Bear Laboratories is based in Golden, Colorado with a focus on biotech research. The results of
these tests completed in December showed that biooxidation resulted in liberation of 90% of the gold
contained in the sulfide material.

The results of the leaching, flotation and bioo


xidation work have permitted preparation of metallurgical flow sheets for the different mineralization
types. This was provided to international consulting firm, Hatch Ltd. to provide them with the parameters
needed for the flow sheets needed for the completion on a Scoping Study. As part of the study, a new
resource estimate was completed by Greystar staff in August 2006 under the supervision, and with the
guidance of Strathcona. For the Datamine modeling, Greystar also engaged an independent consultant
responsible for some aspects of the computer modeling. In December 2006 an update of the resources
was completed inhouse by Greystar. Greystar has worked closely with Hatch to determine mineable
resource figures that will be included in the scoping study. To provide assistance in managing the scoping
study, Greystar has retained Norm Anderson of Norman Anderson and Associates.

DIVIDENDS

The Company has not paid any dividends on its common shares since its incorporation. The Company has
no present intention of paying dividends on its common shares, as it anticipates that all available funds
will be invested to finance the growth of its business. There are no restrictions that could prevent the
Company from paying dividends.

DESCRIPTION OF CAPITAL STRUCTURE


General

The authorized capital of the Company consists of an unlimited number of common shares without par
value of which 39,503,520 common shares are issued and outstanding as of the date hereof.

JBD/1507653.02
25

All shares of the Company, both issued and unissued, are of the same class and rank equally as to
dividends, voting rights and participation in assets of the Company in the event of liquidation, dissolution
or winding up. No shares have been issued subject to call or assessment. There are no pre-emptive or
conversion rights and no provisions for redemption or purchase for cancellation, surrender or sinking or
purchase funds. Provisions as to the modification, amendment or variation of such rights or provisions
are contained in the Business Corporations Act (British Columbia) and the Articles of the Company.

MARKET FOR SECURITIES

The Company’s common shares are traded on the Toronto Stock Exchange in Canada and on the
Alternative Investment Market (AIM) of the London Stock Exchange in England.

Trading Price and Volume

During the Company’s last completed financial year, the monthly price range and volume of trading of its
common shares on the Toronto Stock Exchange was as follows:

2006 High Low Average Daily


($Cdn) ($Cdn) Volume
Jan 9.55 7.65 106,252
Feb 9.12 7.78 38,185
Mar 11.35 8.04 54,026
Apr 12.00 10.70 56,457
May 12.92 9.75 63,554
Jun 11.35 8.87 51,577
Jul 11.00 8.22 23,495
Aug 11.25 9.00 89,527
Sep 11.15 9.90 88,335
Oct 11.25 10.22 87,476
Nov 11.00 10.31 90,940
Dec 10.65 8.77 52,884

JBD/1507653.02
26

DIRECTORS AND OFFICERS

Name, Occupation and Security Holding

The following are the directors and executive officers of the Company as of December 31, 2006:

Name,
Province or State & Country of Director Principal Occupation for the Past Five Years
Residence Since
and Position
BRIAN E. BAYLEY(1) (2) (3) August 15, 1997 President and CEO of Quest Capital Corp., a
British Columbia, Canada merchant bank whose shares trade on the TSX
Director Exchange, AMEX and AIM; President and Director
of Quest Management Corp., a management
company wholly-owned by Quest Capital Corp.

(1) (2)
GEOFF CHATER May 2, 2006 Corporate Communications Consultant
British Columbia, Canada
Director
GERMAN DEL CORRAL(2) (3) May 2, 2006 Consultant (Industry and Mining)
Bogata, Colombia
FREDERICK FELDER N/A Consulting Geologist practicing in Canada and
British Columbia, Canada internationally since 1967.
Executive Vice-President

SANDRA LEE N/A Secretary of Quest Capital Corp. a merchant bank


British Columbia, Canada whose shares trade on the TSX Exchange, AMEX
Secretary and AIM; secretary of Quest Management Corp., a
management company wholly-owned by Quest
Capital Corp.

EMIL MORFETT(1)(2)(3) April 29, 2005 Managing Director, Millstone Grit Limited;
LONDON U.K. Consultant and Mining Analyst.
DIRECTOR

K. PETER MILLER N/A Chief Financial Officer of Quest Management


British Columbia, Canada Corp., a management company wholly-owned by
Chief Financial Officer Quest Capital Corp
DAVID B. ROVIG(3) August 15, 1997 Professional Engineer, self-employed since
Montana, USA November, 1993.
President and Chief Executive
Officer

(1) Member of the Audit Committee.


(2) Member of the Compensation Committee
(3) Member of the Corporate Governance Committee

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27

All directors stand for election at each annual general meeting of the Company. On May 2, 2006, Geoff
Chater and German del Corral were elected to the Board.

As at the date hereof, all directors and senior officers of the Company, as a group, beneficially own,
directly or indirectly, or exercise control or direction over, 373,702 shares representing 0.94% of the
Company’s issued and outstanding shares.

Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions

None of the directors or executive officers of the Company or, to its knowledge, shareholders holding
sufficient shares to materially affect the control of the Company are, or within the previous 10 years, have
been a director or executive officer of any other issuer that, while acting in such capacity,

(i) was the subject of a cease trade or a similar order or an order that denied the issuer access to any
exemptions under securities legislation for a period of more than 30 consecutive days,

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

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

except as follows:

Brian E. Bayley:
1. PetroFalcon Corporation/TSX listed (director November 28, 2001 - current) and Quest
Ventures Ltd. On February 27, 2002 the British Columbia Securities Commission (“BCSC”)
issued an order regarding a private placement of PetroFalcon Corporation to Quest Ventures Ltd.,
a private company in which Brian E. Bayley was a director. The BCSC considered it to be in the
public interest to remove the applicability of certain exemptions from the prospectus and
registration requirements of the Securities Act (British Columbia) for PetroFalcon Corporation
until a shareholders meeting of PetroFalcon Corporation was held. In addition, the BCSC
removed the applicability of the same exemptions for Quest Ventures Ltd. in respect of the
common shares received pursuant to the private placement. Approval of shareholders was
received on May 23, 2002 and the BCSC reinstated the applicability of the exemptions from the
prospectus and registration requirements for both companies shortly thereafter.

2. Esperanza Silver Corp./TSX Venture listed (director December 14, 1999 - current) In early
2003 the directors and officers of Esperanza Silver Corp. became aware that it was subject to
outstanding cease trading orders in each of Alberta (issued on September 17, 1998) and Québec
(issued on August 12, 1997) arising from its previous failure to comply with the financial
statements filing requirements of the above securities commissions. The historical financial
statements and filing fees were subsequently filed and the Québec order was rescinded on May
16, 2003 and the Alberta order on August 1, 2003.

JBD/1507653.02
28

3. Westate Energy Inc. (director and officer December 1996 - October 1997) In January 1994
the BCSC issued a cease trade order for failure to comply with the financial statement filing
requirements of the securities commission.

4. American Natural Energy Corp./TSX Venture listed (director June 15, 2001 - present) In
June 2003 each of the Quebec Securities Commission, the BCSC and the Manitoba Securities
Commission issued a cease trade order for failure to comply with the financial statement filing
requirements of the above securities commissions. The historical financial statements and filing
fees were subsequently filed and all the orders were rescinded in August, 2003.

Personal Penalties and Sanctions

None of the directors or executive officers of the Company or, to the Company’s knowledge, shareholders
holding sufficient shares to materially affect the control of the Company have been subject to:

(i) any penalties or sanctions imposed by a court relating to securities legislation or by a


securities regulatory authority or have entered into a settlement agreement with a securities
regulatory authority, or

(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be
considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

Within the previous 10 years none of the directors or executive officers of the Company or, to the
Company’s knowledge, shareholders holding sufficient shares to materially affect the control of the
Company have become bankrupt made a proposal under any legislation relating to bankruptcy or
insolvency or became subject to or instituted any proceedings, arrangement or compromise with creditors
or had a receiver, receiver manager or trustee appointed to hold their assets.

Conflicts of Interest

Certain officers and directors of the Company are officers and directors of, or are associated with, other
natural resource companies that acquire interests in mineral properties. Such associations may give rise to
conflicts of interest from time to time. The directors are required by law, however, to act honestly and in
good faith with a view to the best interest of the Company and its shareholders and to disclose any
personal interest which they may have in any material transaction which is proposed to be entered into
with the Company and to abstain from voting as a director for the approval of any such transaction.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company is not a party to, nor is any of its property the subject of, any legal proceedings and no such
proceedings are known to the Company to be contemplated.

No sanctions or penalties have been imposed against the Company by, or settlement agreement entered
into by the Company with, a court or regulatory body.

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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director or executive officer of the Company, no person or company that is the direct or indirect
beneficial owner of, or who exercises control or direction over, more than 10% of any class or series of
the Company’s outstanding voting securities and no associate or affiliate of any of such persons or
companies has any material interest, direct or indirect, in any transaction within the three most recently
completed financial years or during the current financial year that has materially affected or will
materially affect the Company.

TRANSFER AGENTS AND REGISTRARS

The Company’s registrar is Computershare Trust Company of Canada of Vancouver, British Columbia
transfer agent is Computershare Trust Company of Vancouver, British Columbia and Toronto, Ontario.

MATERIAL CONTRACTS

The following is a list of every contract, other than contracts entered into in the ordinary course of
business, which is material to the Company and was entered into within the most recently completed
financial year, or before the most recently completed financial year but is still in effect:

Shareholder Rights Plan Agreement (the “Rights Plan”) dated as of November 19, 2003 between
the Company and Computershare Trust Company of Canada, as rights agent, pursuant to which
one right (a “Right”) was issued and attached to each outstanding common share and attaches
automatically to each common share issued thereafter. The Rights will trigger (i.e. separate from
the common shares) and become exercisable ten trading days after a person (an “Acquiring
Person”) has acquired 20% or more of, or commences or announces a takeover bid for, the
Company’s outstanding common shares other than by an acquisition pursuant to a Permitted Bid
or a Competing Permitted Bid, as defined in the Rights Plan. The acquisition by an Acquiring
Person of 20% or more of the common shares is a “Flip-In Event”. When a Flip-In Event occurs,
each Right becomes a Right to purchase from the Company, upon exercise thereof in accordance
with the terms of the Rights Plan, that number of common shares having a aggregate market price
on the date of consummation or occurrence of such Flip-In Event equal to twice the exercise price
for an amount in cash equal to the exercise price, i.e. at a 50% discount. Any Rights held by an
Acquiring Person become void upon occurrence of a Flip-In Event.

The Rights Plan will remain in effect until the close of business on December 19, 2007. The
Company will ask its shareholders at its upcoming annual general meeting to approve an
amendment to its Rights Plan to extend the expiry date to December 20, 2010.

The Board may, in certain circumstances, waive the application of the Rights Plan to a particular
Flip-In Event (an “Exempt Acquisition”). The Board may also, at any time prior to occurrence of
a Flip-In Event, redeem all of the outstanding Rights at Cdn $0.0001 per Right. The Rights will
be deemed to have been redeemed by the Board following completion of a Permitted Bid,
Competing Permitted Bid or Exempt Acquisition.

A copy of the Rights Plan is available on SEDAR at www.sedar.com.

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INTERESTS OF EXPERTS

Names of Experts

The following persons, firms and companies are named as having prepared or certified a statement, report
or valuation described or included in a filing, or referred to in a filing, made under National Instrument
51-102 Continuous Disclosure Obligations (“NI51-102”) by the Company during, or relating to, the
Company’s most recently completed financial year and whose profession or business gives authority to
the statement, report or valuation made by the person, firm or company.

Name Description
KPMG, LLP Independent Auditors’ Report dated March 9, 2007
in respect of Greystar’s financial statements for the
years ended December 31, 2006 and 2005.
Strathcona Mineral Services Limited “Technical Report Updated Mineral Resource
Estimate Angostura Gold Project Santander
Colombia for Greystar Resources Ltd.” dated August
30, 2006;

Frederick Felder, P.Geo Executive Vice-President of the Company who is the


Qualified Person responsible for supervising the
preparation of the scientific or technical information
included in filings made by the Company under
NI51-102 during the most recently completed
financial year.

Interests of Experts

To the Company’s knowledge, none of the experts or the designated professionals of the experts named in
the foregoing section held, at the time they prepared or certified such statement, report or valuation,
received after such time or will receive any registered or beneficial interest, directly or indirectly, in any
securities or other property of the Company.

ADDITIONAL INFORMATION

AUDIT COMMITTEE INFORMATION

Composition of the Audit Committee

The Audit Committee consists of three directors. The following table sets out their names and whether
they are ‘independent’ and ‘financial literate’:

Name of Member Independent(1) Financial Literate(2)


Brian E. Bayley Yes Yes
Emil Morfett Yes Yes
Geoff Chater Yes Yes

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(1) To be considered to be independent, a member of the Committee must not have any direct or indirect ‘material
relationship’ with the Company. A material relationship is a relationship which could, in the view of the Board of
Directors of the Company, reasonably interfere with the exercise of a member’s independent judgement.
(2) To be considered financial literate, a member of the Committee must have the ability to read and understand a set of
financial statements that present a breadth and level of complexity of accounting issues that are generally comparable
to the breadth and complexity of the issues that can reasonably be expected by the Company’s financial statements.

Relevant Education and Experience

The education and experience of each audit committee member that is relevant to the performance of his
responsibilities as a audit committee member and, in particular, any education or experience that would
provide the member with:
(a) an understanding of the accounting principles used by Greystar to prepare its financial
statements;
(b) the ability to assess the general application of such accounting principles in connection with
the accounting for estimates, accruals and reserves;
(c) experience preparing, auditing, analyzing or evaluating financial statements that present a
breadth and level of complexity of accounting issues that are generally comparable to the
breadth and complexity of issues that can reasonably be expected to be raised by the
Greystar’s financial statements, or experience actively supervising one or more persons
engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting;

is as follows:

Name of Member Education Experience


BRIAN E. BAYLEY Masters of Business President and CEO of Quest
Chairman Administration (MBA) from Capital Corp., a merchant bank
Queens University in Ontario. whose shares trade on the TSX
Exchange, AMEX and AIM;
President and Director of Quest
Management Corp., a
management company wholly-
owned by Quest Capital Corp.
Audit Committee member of
several other reporting issuers.
EMIL MORFETT M.Sc. (MinEX) in Geology Previously Global head of
from Queens University, Mining Research for Bank
Ontario. Paribas and Head of Metals and
Mining Research for JP
Morgan. Currently a Mining
Research Consultant.
GEOFF CHATER B.Sc. Geology from Texas Manager Corporate Relations of
Christian University. First Quantum Minerals Ltd., a
copper producer whose shares
trade on the TSX and AIM;
Principal of Namron Advisors,
a corporate strategy and
communications consultancy.

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Reliance on Certain Exemptions

Since the commencement of its most recently completed financial year, Greystar has not relied on any of
the following exemptions from National Instrument 52-110 (the “Instrument”):

a) the exemption in section 2.4 (De Minimis Non-audit Services);


b) the exemption in section 3.2 (Initial Public Offerings);
c) the exemption in subsection 3.3(2) (Controlled Companies);
d) the exemption in section 3.4 (Events Outside Control of Member);
e) the exemption in section 3.5 (Death, Disability or Resignation of Audit Committee Member);
f) the exemption in section 3.6 (Temporary Exemption for Limited and Exceptional
Circumstances);
g) the exemption in section 3.8 (Acquisition of Financial Literacy); or
h) an exemption from the Instrument, in whole or in part, granted under Part 8 (Exemptions).

Audit Committee Oversight

Since the commencement of Greystar’s most recently completed financial year, there has not been a
recommendation of the Audit Committee to nominate or compensate an external auditor which was not
adopted by Greystar’s Board of Directors.

Pre-Approval Policies and Procedures

The Audit Committee has established policies and procedures that are intended to control the services
provided by the auditors and to monitor their continuing independence. Under these policies, no services
may be undertaken by the auditors, unless the engagement is specifically approved by the Audit
Committee or the services are included within a category which has been pre-approved by the Audit
Committee. The maximum charge for services is established by the Audit Committee when the specific
engagement is approved or the category of services pre-approved. Management is required to notify the
Audit Committee of the nature and value of pre-approved services undertaken.

The Audit Committee will not approve engagements relating to, or pre-approve categories of, non-audit
services to be provided by Greystar’s auditors (i) if such services are of a type the performance of which
would cause the auditors to cease to be independent within the meaning of applicable Securities and
Exchange Commission rules, and (ii) without consideration, among other things, of whether the auditors
are best situated to provide the required services and whether the requires services are consistent with
their role as auditor.

External Auditor Service Fees

The following table discloses the fees billed to the Company by its external auditor during the last two
financial years:

Financial Year Ending Audit Fees Audit Related Fees Tax Fees All Other Fees
December 31, 2006 $72,000 $6,000 Nil $49,764
December 31, 2005 $58,778 Nil Nil Nil

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Audit Fees
Audit Fees are the aggregate fees billed by the independent auditor for the audit of the consolidated
annual financial statements, reviews of interim financial statements and attestation services that are
provided in connection with statutory and regulatory filings or engagements.
Audit-Related Fees
Audit-Related Fees are fees charged by the independent auditor for assurance and related services that are
reasonably related to the performance of the audit or review of the financial statements and are not
reported under "Audit Fees". This category comprises fees billed for independent accountant review of
Greystar’s interim financial statements and management discussion and analysis, as well as advisory
services associated with the Company’s financial reporting.
Tax Fees
Tax Fees are fees for professional services rendered by the independent auditor for tax compliance, tax
advice on actual or contemplated transactions.
All Other Fees
All Other Fees includes amounts for services other than the audit fees, audit-related fees and tax fees
described above.

Additional information relating to the Company may be found on SEDAR at www.sedar.com and on the
Company’s website at www.greystarresources.com. Additional information, including directors’ and
officers’ remuneration and indebtedness, principal holders of the Company’s securities, securities
authorized for issuance under equity compensation plans is contained in the Company’s Information
Circular for its most recent annual meeting of shareholders. Additional financial information is provided
in the Company’s financial statements and Management Discussion & Analysis (MD&A) for its most
recently completed financial year, all of which are filed on SEDAR.

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CHARTER FOR THE AUDIT COMMITTEE OF


THE BOARD OF DIRECTORS OF GREYSTAR RESOURCES LTD.

I. MANDATE

The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Greystar
Resources Ltd. (the “Company”) shall assist the Board in fulfilling its financial oversight
responsibilities. The Committee’s primary duties and responsibilities under this mandate are to
serve as an independent and objective party to monitor:

1. The quality and integrity of the Company’s financial statements and other financial
information;

2. The compliance of such statements and information with legal and regulatory
requirements;

3. The qualifications and independence of the Company’s independent external auditor


(the “Auditor”); and

4. The performance of the Company’s internal accounting procedures and Auditor.

II. STRUCTURE AND OPERATIONS

A. Composition

The Committee shall be comprised of three or more members.

B. Qualifications

Each member of the Committee must be a member of the Board.

A majority of the members of the Committee must be independent, meaning that they have no
direct or indirect material relationship with the Company which could, in the view of the Board,
reasonably be expected to interfere with the exercise of the member’s independent judgment.

Each member of the Committee must be financially literate, meaning that they have an ability to
read and understand a set of financial statements that present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth and complexity of the issues
that could reasonably be expected to be raised by the Company’s financial statements.

C. Appointment and Removal

The members of the Committee shall be appointed by the Board and shall serve until such
member’s successor is duly appointed or until such member’s earlier resignation or removal.

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Any member of the Committee may be removed, with or without cause, by a majority vote of the
Board.

D. Chair

Unless the Board shall select a Chair, the members of the Committee shall designate a Chair by
the majority vote of all of the members of the Committee. The Chair shall call, set the agendas
for and chair all meetings of the Committee.

E. Sub-Committees

The Committee may form and delegate authority to subcommittees consisting of one or more
members when appropriate, including the authority to grant pre-approvals of audit and permitted
non-audit services, provided that a decision of such subcommittee to grant a pre-approval shall
be presented to the full Committee at its next scheduled meeting.

F. Meetings

The Committee shall meet at least four times in each fiscal year, or more frequently as
circumstances dictate. The Auditor shall be given reasonable notice of, and be entitled to
attend and speak at, each meeting of the Committee concerning the Company’s annual
financial statements and, if the Committee feels it is necessary or appropriate, at every other
meeting. On request by the Auditor, the Chair shall call a meeting of the Committee to consider
any matter that the Auditor believes should be brought to the attention of the Committee, the
Board or the shareholders of the Company.

At each meeting, a quorum shall consist of a majority of members.

The Committee is authorized to invite officers and employees of the Corporation and outsiders
with relevant experience and expertise to attend or participate in its meetings and proceedings if
it considers this appropriate. In addition, the Committee will meet with the Auditor and
management annually to review the Company’s financial statements in a manner consistent
with Section III of this Charter.

III. DUTIES

A. Introduction

The following functions are the common recurring duties of the Committee in carrying out its
mandate outlined in Section I of this Charter. These duties should serve as a guide with the
understanding that the Committee may fulfill additional duties and adopt additional policies and
procedures as may be appropriate in light of changing business, legislative, regulatory or other
conditions. The Committee shall also carry out any other responsibilities and duties delegated
to it by the Board from time to time related to the purposes of the Committee outlined in Section
I of this Charter.

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36

The Committee, in discharging its oversight role, is empowered to study or investigate any
matter of interest or concern which the Committee in its sole discretion deems appropriate for
study or investigation by the Committee.

The Committee shall be given full access to the Company’s internal accounting staff, managers,
other staff and Auditor as necessary to carry out these duties. While acting within the scope of
its stated mandate, the Committee shall have all the authority of, but shall remain subject to, the
Board.

B. Powers and Responsibilities

The Committee will have the following responsibilities and, in order to perform and discharge
these responsibilities, will be vested with the powers and authorities set forth below, namely, the
Committee shall:

Independence of Auditor

(1) Review and discuss with the Auditor any disclosed relationships or services that may
affect the objectivity and independence of the Auditor and, if necessary, obtain a formal written
statement from the Auditor setting forth all relationships between the Auditor and the Company.

(2) Take, or recommend that the Board take, appropriate action to oversee the
independence of the Auditor.

(3) Require the Auditor to report directly to the Committee.

(4) Review and approve the Company’s hiring policies regarding partners, employees and
former partners and employees of the Auditor and former independent external auditor of the
Company.

Performance & Completion by Auditor of its Work

(5) Oversee the work by the Auditor (including resolution of disagreements between
management and the Auditor regarding financial reporting).

(6) Review annually the performance of the Auditor and recommend the appointment by the
Board of a new, or re-appointment by the Company’s shareholders of the existing Auditor and
the compensation to be paid to the Auditor.

(7) Pre-approve all auditing services and permitted non-audit services (including the fees
and terms thereof) to be performed for the Company by the Auditor unless such non-audit
services:

(a) which are not pre-approved, are reasonably expected not to constitute, in the
aggregate, more than 5% of the total amount of fees paid by the Company to the
Auditor during the fiscal year in which the non-audit services are provided;

(b) were not recognized by the Company at the time of the engagement to be non-
audit services; and

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(c) are promptly brought to the attention of the Committee and approved, prior to the
completion of the audit, by the Committee or by one or more members of the
Committee to whom authority to grant such approvals has been delegated by the
Committee.

Internal Financial Controls & Operations of the Company

(8) Establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing matters; and

(b) the confidential, anonymous submission by employees of the Company of


concerns regarding questionable accounting or auditing matters.

Preparation of Financial Statements

(9) Discuss with management and the Auditor significant financial reporting issues and
judgments made in connection with the preparation of the Company’s financial statements,
including any significant changes in the Company’s selection or application of accounting
principles, any major issues as to the adequacy of the Company’s internal controls and any
special steps adopted in light of material control deficiencies.

(10) Discuss with management and the Auditor any correspondence with regulators or
governmental agencies and any employee complaints or published reports which raise material
issues regarding the Company’s financial statements or accounting policies.

(11) Discuss with management and the Auditor the effect of regulatory and accounting
initiatives as well as off-balance sheet structures on the Company’s financial statements.

(12) Discuss with management the Company’s major financial risk exposures and the steps
management has taken to monitor and control such exposures, including the Company’s risk
assessment and risk management policies.

(13) Discuss with the Auditor the matters required to be discussed relating to the conduct of
any audit, in particular:

(a) the adoption of, or changes to, the Company’s significant auditing and
accounting principles and practices as suggested by the Auditor, internal auditor
or management.

(b) the management inquiry letter provided by the Auditor and the Company’s
response to that letter.

(c) any difficulties encountered in the course of the audit work, including any
restrictions on the scope of activities or access to requested information, and any
significant disagreements with management.

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Public Disclosure by the Company

(14) Review the Company’s annual and quarterly financial statements, management
discussion and analysis (MD&A) and earnings press releases before the Board approves and
the Company publicly discloses this information.

(15) Review the Company’s financial reporting procedures and internal controls to be
satisfied that adequate procedures are in place for the review of the Company’s public
disclosure of financial information extracted or derived from its financial statements, other than
disclosure described in the previous paragraph, and periodically assessing the adequacy of
those procedures.

Manner of Carrying Out its Mandate

(16) Consult, to the extent it deems necessary or appropriate, with the Auditor but without the
presence of management, about the quality of the Company’s accounting principles, internal
controls and the completeness and accuracy of the Company’s financial statements.

(17) Request any officer or employee of the Company or the Company’s outside counsel or
Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to,
the Committee.

(18) Meet, to the extent it deems necessary or appropriate, with management, any internal
auditor and the Auditor in separate executive sessions.

(19) Have the authority, to the extent it deems necessary or appropriate, to retain special
independent legal, accounting or other consultants to advise the Committee and to set and pay
the compensation to any such advisors.

(20) Make regular reports to the Board.

(21) Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.

(22) Annually review the Committee’s own performance.

C. Limitation of Audit Committee’s Role

While the Committee has the responsibilities and powers set forth in this Charter, it is not the
duty of the Committee to plan or conduct audits or to determine that the Company’s financial
statements and disclosures are complete and accurate and are in accordance with generally
accepted accounting principles and applicable rules and regulations. These are the
responsibilities of management and the Auditor.

Approved by the Audit Committee and Board: February 28, 2005

JBD/1507653.02

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