Item 3.02 Unregistered Shares of Equity Securities

As disclosed in the Company's Current Report on Form 8-K dated November 16, 2006, the Company entered into a certain Property Option Agreement, dated for reference as fully executed on November 16, 2006 (the "Option Agreement"), with Petaquilla Minerals Ltd. ("Petaquilla"). Under the Option Agreement, Petaquilla granted the Company the sole and exclusive options (collectively, the "Option") to acquire up to a 70% undivided interest in and to five exploration concessions situated in the Republic of Panama (collectively, the "Property") which are owned and controlled by Petaquilla's wholly-owned Panamanian subsidiary.

As further disclosed in the Company's Current Report on Form 8-K dated November 16, 2006, in order to exercise its first Option under the Option Agreement to acquire an initial 60% undivided interest in and to the Property, the Company is required to, among other things, issue to Petaquilla 4,000,000 common shares from the treasury of the Company.

In satisfaction of this requirement, on December 1, 2006, the Company issued to Petaquilla 4,000,000 common shares from the treasury of the Company. This share issuance was exempt from registration under the U.S. Securities Act of 1933, as amended (the "1933 Act"), pursuant to Section 4(2) thereof as well as pursuant to Rule 903 of Regulation S of the 1933 Act.

- 2 -

---