42A10SE2020 2.28631 CARR 010

Prospecting Reportof the

L-3 001417 Property Carr Township

Larder Lake Mining DivisionCarr Township

North '/2 Lot 12, Con. lUTM 053984E/5377554N

NTS 42 A 10 E

October 20, 2004 Matheson, ON

St. Andrew Goldfields Ltd. Michael W. Leahey

t .28631

Table of Contents

Introduction p 3

Claim Data p 3

Regional Geology p 3

Prospecting p 4

Conclusion p 4

References p 5

Statement of Qualifications p 6

Appendix l LAB RESULTS p 7

List of Figures

Figure l Carr Twp. Claim Location Sketch after p 3

Figure 2 Prospecting Au Geochemistry, Sample Sites after p 7

Figure 3 Prospecting Geochem Results after p 7

Introduction

During the third week of October field work a prospecting survey consisting of a flagged grid and soil sampling was completed on the Carr township, claim L-3001417 property.

Claim Data

The Carr property is owned by St. Andrew Goldfields Ltd. The property is composed of four units with a total of 64 hectares (160 acres). The ground is in Carr township west of Matheson, Ontario two kilometers north of the intersection of Highways 101 and route 11. A survey post at the northeast corner of the claimblock co-ordinates are ( Zone 17) UTM 0533984E/5377554N (NAD 27) within the Larder Lake Mining Division. The claim data is as follows: (Figure 1):

L-3001417 4 units Anniversary Date October 21, 2004

Road access to the property is good, drive approximately 17 kilometers east of the Stock mine site, turn onto highway 11, proceed 100 meters and turn again, north onto township road Carr - Taylor that leads to the property , the gravel road distance to the northwest corner of the block is about two kilometers

The north half of the claims are old pasture land that is still being used for hay fields. There are no buildings on the property. The fields are gently rolling open fields with some incised gulleys that host intermittent streams that are tributaries of the Watabeg river. The property is surrounded on the south and to the east by mostly polar, some spruce and thick stands of alders. The regional topography is that of gentle plain from 850- 900 foot elevation.

Regional Geology

The property is in the Timmins-Kirkland Lake portion of the Southwestern Abitibi Greenstone Belt, the Archean rocks form a thick succession of predominately mafic volcanics with lesser sedimentary and felsic volcanic units scattered throughout. The succession forms a broad, easterly plunging synclinorium stretching from the Timmins area eastward to the Noranda area of Quebec.

A number of major brittle to ductile deformation zones transgress these supracrustal rocks with the Porcupine-Destor Fault Zone (PDZF) or "Break" being the most significant. Gold deposits are commonly localized within and close to the PDFZ along its 125 mile length from Timmins eastward beyond the Destor area of Quebec.

The 1951 Carr township ODM geology map locates the (PDZF) zone 2-2.5 kilometers north of the property, although regional mapping shows the area to be underlain by mafic volcanics, outcrop is scarce. St Andrew Goldfields ltd. Has held this property before, in 1998 Quantec completed on line of real time induced polarization along the west boundary of the property on the Carr-Taylor and in 1999 St Andrew did a single line of soil sampling adjacent to the IP line and down the west boundary of the claim. No anomalous gold soil values were returned from the line.

LOT l CON 2

LOT 12CON 2

LOT 10LOT l CON l

LOT 12 CON l

Highway 101

ST ANDREW GOLDFIELDS LTDScale In Meters

O 250 500 750 1000

The magnetic and gravity regional pictures are non descript over the property . The PDZF is a strong magnetic feature to the north. Due to the thick overburden cover neither outcrop nor float were located during the prospecting survey.

Prospecting

Four days were spent in data review, laying out the flagged prospecting lines, mapping and collecting 123 samples and gathering cultural and topographic features for Figure 2 and 3. All the physical data was tied into the UTM system using the Nad27 Zone 17 reference. A total of five lines were surveyed L500E, L700E, L900E,1100E and L1300E at 25 meter intervals from 600S to 1400S. The flagged lines were run north south, neither float, boulder piles or outcrop were found on the lines. 144 sample sites were possible on the grid, because of water, peat moss or cultural disturbances 27 samples could not be collected, these are indicated by NS on the sample site map. In order to test for possible gold mineralization associated with the PDFZ or parallel structures and leakage through the clay and sand overburden all samples were taken at a depth of 20 cm. By examining test pits on the property this depth appeared to be the interface immediately below the organic rich mixing of the "B" horizons caused by farming . This depth turned out to be a constant marker of organic material to brown, brown gray organic clay soils.

Soils were collected, placed in Kraft envelopes and hung to air dry in our core shack. Samples were subsequently delivered to Swaskita Laboratories. The lab is treating the samples as normal soil geochemical samples.

Conclusion

Certified copies of the Lab results are included in Appendix 1. The results of the soil geochemistry are plotted on Figure 3. The gold values range from nil to 9 ppb, most of the results are nil to 2 ppb gold. The highest value returned , 9 ppb gold, is a single values on L 900E 800S, second highest values 7 ppb gold occur as single points at the following stations 500E 625S, 500E 1075S and 900E 675S. It appears there are gold values within the clay soil overburden but they do not appear to indicate a strong amonalous or mineralized bedrock source.

References

Ayer, J. A., Berger B. R. and Trowell N. F. 1999 Geological compilation of the Lake Abitibi greenstone belt; Ontario Geological Survey, Map P3398, Scale 1:100,000.

Nadeau, Dr. S., 1991 Exploration Activities St Andrew Goldfields Ltd., Carr Claim 1207346, Larder Lake Mining Division, District of Cochrane, Ontario

Prest, V.K. 1945-46 Geology of Carr Township, Ontario Department of Mines, Map No 1951-1, Scale 1:12,000.

Roscoe, W.E and MacCormack L. 1999, Report on the Stock Mine, Taylor Mine, Hislop Mine, Fenn-Gib Project and other properties in the Timmins area, Northeastern, Ontario, Prepared for St. Andrew Goldfields Ltd. Roscoe Postle Associates Inc., pl-107.

Warne, G.R.J., Oswald. A., Legault, J. M., Blackshaw, K. 1997, Geophysical Survey Assessment Report, Gradient-Realsection Induced Polarization Survey at the Carr Twp. Claims, Matheson ON, St. Andrew Goldfields Ltd.

Statement of Qualifications

I, Michael W. Leahey of 13 Ash Drive, Charlottetown, PE hereby state the following:

- graduated in 1973 from St. Francis Xavier University, Antigonish , N.S., with a BSc Major in Geology

- have been employed in the exploration industry as a geologist since graduation by senior and junior mining companies throughout Canada and abroad

- have worked in the Timmins area since 1996.

- have no direct or indirect interest in the securities of St. Andrew Goldfields Ltd.

- am a Fellow of the Geological Association of Canada

- am an member of the Association of Professional Geologists of Ontario

- This report is based on my general knowledge of the Timmins/ Matheson area, my experience in the other gold camps of Ontario and direct field supervision and collection of the soil samples of the Carr property.

October 20, 2004

Matheson, ON Michael W. Leahey

Appendix l

LAB RESULTS

FROM :SUflSTIKfl LfiBBRfiTORIES LTD FflX NO. :?05 642 3300 Oct. 29 2004 01:47PM P3

Swastika Laboratories LtdEstablished 1028

Assaying - Consulting - Representation

'5 Certificate

Comply. ST. ANDREW GOLDFIELDS LTDProject: Carr 3001.417Attn: M. Leahey

We hereby certify the following Geochemical Analysis of 79 Soil samples submitted OCT-20-04 by .

Page l of 3

4W-2417-SG1

Date: OCT-29-04

SampleNumber

LSOOE 600SLSOOE 625SLSOOE 650SLSOOE 675SLSOOE 700S

LSOOE 72SSLSOOE 750SLSOOE 775SLSOOE 80QSLSOOE 825S

LSOOE 850SLSOOE B75SLSOOE 9003LSOOE 9253LSOOE 950S

L500E 975SLSOOE 1000SLSOOE 1025SLSOOE 1050SLSOOE 107SS

L500E 1100S

LSOOE 1125S

L500E 1150SLSOOE 117SSLSOOE 12003

LSOOE 1225SLSOOE 1250S

LSOOE 1275SLSOOE 1300SLSOOE 132SS

AuPPB

257

NilNil

232

NilNil

252

Nil2

2Nil

2 ,.27

Nil

Nil2

NilNil

2NilNil

3Nil

Au ChedkPPB

----2

----

-

-

Nil---

-----

-

----

2-

-

-

-

Certified by -*4

1 Cameron A ve., P.O. Box 10, Swastika, Ontario POK l TO Telephone (705) 642-3244 Fax (705) 642-3300

FROM '.SUflSTIKfl LflBBRflTORIES LTD FfiX NO. : 705 642 3300 Oct. 23 2004 01:47PM P4

Swastika Laboratories LtdE ,ubii.h*M92t Assaying - Consulting - Representation

Page 2 of 3

Geochemical Analysis Certificate 4W-2417-SG1.

company ST. ANDREW GOLDFIELDS LTD Date: OCT-29 04Project: Carr 3001417Attn: M. I^eahey

We hereby certify the following Geochemical Analysis of 79 Soil samples submitted OCT-20-04 by .

SampleNumber

L70QE 0600S

L700E DG25S

L7QOE 0650SL700E 0675SL70QE 0700S

L700E 0725S

L700E 0750S

L700E 0775S

L700E 0800S

L7QOE OS-253

L700E 0850SL700E 087SSL.700E 09DOSL700E 0325S

L700E 0950S

L700E 0975SL700E 100QSL700E 1025S

L700E 1050S

L700E 1Q7SS

AuPPB

35

NilNilNil

2NilNil

2

3

NilNilNil

2Nil

NilNil 'Nil

2Nil

Au CheckPPB

-Nil

--

----

----3

-

-

-

-

-

L700E 1100S L700E H25Snosample L700E il50Snoeample L700E H75Snosample L700E 1200Snosample

L900E 0600S 2L900E OS25S NilL900E 0650S NilL900E 0675S 7 NilL900E 0700S S

Certified by

l Cameron Ave, ( P.O. Box 10, Swastika, Ontario POK 1TO Telephone (705) 642-3244 Fax (705) 642-3300

FROM :SUfiSTIKR LflB0RflTORIES LTD FflX NO. :705 642 3300 Oct. 29 2004 01:48PM P5

Swastika Laboratories Ltdi-;.iMbiishcci i92n Assaying - Consulting - Representation

Page 3 of 3

Geochemical Analysis Certificate 4W-2417-SG1Company: ST. ANDREW GOLDFIELDS LTD Date: OCT-29-04Project: Carr 3001417 Attn: M. Leahey

We hereby certify the following Geochemical Analysis of 79 Soil samples submitted OCT-20-04 by .

SampleNumber

L900E 0725SL900B 0750SL900E 0775SL900E 0800SL900E OB25S

L.900E 0850SL900E 0875SL900E 0900SL900E 0925SL900E 0950S

L900E 0975SL900E 1000SL900E 1025SL900E 1050SL90QE 1075S

L900E 1100SL900E 1125SL900E 1150SL900E 11753L900E 120DS

L1100E 0600S

L1100E 0625SL11QOE 06SOS

Au Au CheckPPB PPB

3Nil

9Nil

- Nil

NilNil

3Nil

2 5

NilNilNil

22

NilNil

2NilNil

NilNilNil

l Cameron A ve., P.O. Box 10, Swastika, Ontario POK l TO Telephone (705) 642-3244 Fax (70S) 642-3300

FROM :SUflSTIKfl LflBBRRTORIES LTD FflX NO. : 705 642 3300 Oct. 29 2004 01:46PM PI

Swastika Laboratories Ltdi;sinhiished 1 97,8 Assaying - Consulting - Representation

Page l of 2

Geochemical Analysis Certificate 4W-2418-SG1

Company: ST. ANDREW GOLDFIELDS LTD Date: OCT-29-04h-oject: Carr 3001417Ann; M, Leahey

We hereby certify the following Geochemical Analysis of 41 Soil samples submitted OCT-20-04 by .

Sample Au Au Check Number PPB PPB

LllOOE 0675S 2 H100E 0700S Nil LllOOE 0725S Nil

LllOOE 0750S Nil L1100E 0775S

L1100E 0600S NilLllOOE 0825S NilL1100E 0850S NilLllOOE OS75S Nil 3

LllOOE 0900S .....,^^..., 3 ~

L1100E 09253 NilLllOOE 0950S 2 NilLllOOE 0975S NilLllOOE 1000S Nil

LllOOE 1025S Nil _ -

LllOOE 1050S Nil

LllOOE 1075S NilLllOOE IIOOS^ NilLllOOE 1125SnotrecdLllOOE ll5C)Snotrecd^^^^^^ I,,...^ - ..r

LllOOE 1175SnotrecdLllOOE 1200SnotrecdL1300E 0600S 2 NilL1300E 0625S NilL1300E 0650S Nil -

L1300E 0675S NilL1300E 0700S Nil

L1300E 0725S NilL1300E 0750S NilL1300E 0775S Nil

Certified by foudl

\ Cameron Ave., P.O. Box 10, Swastika, Ontario POK 1TO Telephone (705) 642-3244 Fax (70S) 642-3300

FROM :SUflSTIKfl LflB0RRTORIES LTD FOX NO. : 705 642 3300 Oct. 29 2004 01:47PM P2

Swastika Laboratories Ltdestablished 1928 Assaying - Consulting - Representation

Page 2 of 2

Geochemical Analysis Certificate 4W-24is-SGi

Company: ST. ANDREW GOLDFIELDS LTD Date: OCT-29-04Project: Carr 3001417Aun: M. Leahey

We Hereby certify the following Geochemical Analysis of 41 Soil samples submitted OCT-20-04 by .

SampleNumber

L1300EL1300EL1300EL1300EL1300E

L1300EL.1300EL13QOEL1300EL1300E

L1300E

L1300EL1300EL1300EL1300E

0800S082SS0850S0875S0900S

0925S0950S097SS1000S1025S

1050S

1075S1100S1125S1150S

AuPPB

2Nil

3NilNil

NilNilNilNil

2

NilNilNilNilNil

Au CheckPPB

-----

----

Nil-

----

L1300E 1175Snotrecd L1300E 1200Snotriscd

Certified by

\ Cameron A ve., P.O. Box 10, Swastika, Ontario POK l TO Telephone (705) 642-3244 Fax (705) 642-3300

Tay|o TOWE sHip

LOT 3 LOT 2

Highway 101

LOT 12 CON 2

LOT 12 CON l

250 500 750 1000

ST ANDREW GOLDFIELDS LTD. CARR TOWNSHIP

^,,/ C,,mFltf NAME: Fig.1 MTt- OCTOBER,

ONTARIO MINISTRY OF NORTHERN DEVELOPMENT AND MINES

Transaction No: W0480.01643

Recording Date: 2004-OCT-21

Approval Date: 2004-NOV-23

Work Report Summary

Status: APPROVED

Work Done from : 2004-OCT-11

to: 2004-OCT-20

Client(s):

196705

Survey Type(s):

ST. ANDREW GOLDFIELDS LTD.

ASSAY PROS P

Work Report Details:

Claim*Perform Applied Assign Reserve

Perform Approve Applied Approve Assign Approve Reserve Approve Due Date

L 3001417 33,319 33,319 33,200 33,200 30 O 3119 3119 2006-OCT-21

33,319 33,200 33,200 30 SO ___ 311933,319 3119

External Credits:

Reserve:

30

3119 Reserve of Work Report*: W0480.01643

3119 Total Remaining

Status of claim is based on information currently on record.

42A10SE2020 2.28631 CARR 900

2004-Nov-30 15:48 ARMSTRONGI Page 1 of 1

Ministry ofNorthern Developmentand Mines

Date: 2004-NOV-25

Ministers duDeveloppement du Nord et des Mines Ontario

GEOSCIENCE ASSESSMENT OFFICE 933 RAMSEY LAKE ROAD, 6th FLOOR SUDBURY, ONTARIO P3E 6B5

ST. ANDREW GOL.DFIELDS LTD. 1540 CORNWALL ROAD, SUITE 212 OAKVILLE, ONTARIO L6J 7W5 CANADA

Tel: (888) 415-9845 Fax:(877)670-1555

Dear Sir or Madam

Submission Number: 2.28631 Transaction Number(s): W0480.01643

Subject: Approval of Assessment Work

We have approved your Assessment Work Submission with the above noted Transaction Number(s). The attached Work Report Summary indicates the results of the approval.

At the discretion of the Ministry, the assessment work performed on the mining lands noted in this work report may be subject to inspection and/or investigation at any time.

Thank you for your prompt response to the 45 Day Notice dated October 28, 2004. The deficiencies outlined in the Notice have been corrected. Furthermore, your clarification of exploration expenses has resulted in the full original assessment credit amount being approved. Accordingly, assessment work credit has been approved as outlined on the Declaration of Assessment Work Form that accompanied this submission.

If you have any question regarding this correspondence, please contact STEVEN BENETEAU by email at steve.beneteau@ndm.gov.on.ea or by phone at (705) 670-5855.

Yours Sincerely,

Ron C. GashinskiSenior Manager, Mining Lands Section

Gc: Resident Geologist

Wayne N. Reid (Agent)

Assessment File Library

St. Andrew Goldfields Ltd. (Claim Holder)

St. Andrew Goldfields Ltd. (Assessment Office)

Visit our website at http://www.gov.on.ca/MNDM/LANDS/mlsmnpge.htm Page: 1 Correspondence ID:20054

ONT/IRIOCANADA

MINISTRY OF NORTHBUN DCVELOPMCNT AMD MINK

PROVINCIAL IMMINa RECORDER'S OFFICE

Mining Land Tenure Map

UTM Zona 17 60 00m grid

try of Northern Development and Mines for additional Genera! Information and Limitations nd title determination purposes as the Information Contact Information: Itlonal information may also be obtained through tha

time of downloading from the Ministry of Northern

This map may not show unregistered land tenure and interests InToll Free Map Datum: NAD 83 land Including certain patents, leases, easements, right of ways,

Provincial Mining Recorders' Office Tel: 1 (888) 415-9846 ext 67M)|eetlon: UTM (6 degree) flooding rights, licences, or other forms of disposition of rights and Willet Green Miller Centre 933 Ramsey Lake Road Fax: 1 (877) 670-1444 Topographic Data Source: Land Information Ontario Interest from the Crown. Also certain land tenure and land uses Sudbury ON P3E 6B6 Mining Land Tenure Source: Provincial Mining Recorders' Office If)"' "f1.1* w prohibit free entry to stake mining claims may not be Home Page: www.mndm.gov.on.ca/MNDM/MINES/LANDSmilsmnpge.htm

Date l Time of Issue: Thu Dec 02 10:48:06 EST 2004

TOWNSHIP l AREA PLAN CARR G-3613

ADMINISTRATIVE DISTRICTS l DIVISIONS

Mining DivisionLand Titles/Registry DivisionMinistry of Natural Resources District

Larder Lake COCHRANE KIRKLAND LAKE

Illustrated.

TOPOGRAPHIC

F l Administrative Boundaries

:""i Township

: Concession, Lot

HI Provincial Park

pill indian Reserve

i"": Cliff, Pit S Pile

B

A

Contour

Mine Shafts

Mine Headframe

Railway

Road

Trail

Natural Gas Pipeline

Utilities

Tower

Land Tenure

Freehold Patent

1,1 Surface And Mining Rights

PI! Surface Rights Only

nn Mining Rights Only

Leasehold Patent

ra l Surface And Mining Rights

nn Surface Rights Only

nn Mining Rights Only

Licence of Occupation

nn Usea Not Specified

PT] Surface And Mining Rights

fin Surface Rights Only

m Mining Rights Only

Una Use Permit

Order In Countf (Not open for staking}

Weter Power Lease Agreement

Mining Claim

FM Only Mining Claims

LAND TENURE WITHDRAWALS

1234 Areas Withdrawn tram Disposition Winino Actj Withdrawal Types

Wsm Surface And Mining Rights withdrawnWe SOUKS Rights Only WIMnranWm Mining Rights Oily VWtidrawn

Order In Conned Withdrawal TypesWDsm Stirfsc* And Mntng Rights vwhdrawnW*s Suifcc* Rights Only VWMnwnW"m Mining Rights Only Wtttfrawn

IMPORTANT NOTICES

42A10SE2020 2.28631 CARR 200