1.0 SUMMARY

 3929311 Canada Inc. holds 254 non-contiguous mineral claims in14 separate claim groups (the Properties) in the Coulonge River area of Pontiac County, Quebec. These claims have been acquired because, on the basis of evidence collected to date, the area is considered to be prospective for the occurrence of diamond-bearing rocks, probably lamproite, similar to the Argyle Mine in Australia.

 This report is based upon a review of the results of exploration programs and government geological and geophysical surveys in the area, as well as an examination of the property area itself.

 The Properties are located within NTS areas 31K-6, 7,10 and 11, and the approximate center of the Properties is 46̊27’ North Latitude and 77̊05’ West Longitude. The nearest major communities are Fort Coulonge, Quebec, 75 kilometers to the southeast, and Pembroke, Ontario, 65 kilometers to the southwest.

 All except two of the claim groups are accessible by various secondary and logging roads as well as by numerous lakes. The only practical access to two of the claim groups is by float-plane or helicopter. The area is forest-covered and of modest relief.

 Other than diamond exploration during the past decade, there has been little mineral exploration in the area. The area first became the focus of diamond exploration in the late 1980s as a result of prospecting efforts of Desmond Burke who subsequently became a principal in Bryson-Burke Resources Ltd., a private company that carried on the initial work of Mr. Burke. Subsequent to the dissolution of Bryson-Burke Resources in 1995, Mr. Burke resumed exploration in the area and in 2001 formed 3929311 Canada Inc. as the corporate entity within which to carry on this work. Several other companies conducted diamond exploration in the area during the early 1990s.

 This area is underlain by rocks of the Central Gneiss Belt, a portion of the Grenville Geological Province, that have a probable age of about 1.7 billion years. The Grenville Province evolved as a tectonic mobile belt in which rocks of Proterozoic age were deformed and thrust to the northwest over rocks of Archean age. During the Paleozoic, these rocks were cut by northwest-trending faults of regional extent that resulted in the formation of the Ottawa Graben. The Properties are centered upon the probable northerly boundary of this zone of deep-seated faulting that in this report is informally termed the Murtagh Creek Fault.

 A prominent north-trending magnetic high underlies the area of interest and may be indicative of the presence of ultramafic rock. On the basis of the regional magnetic map, this trend appears to coincide with a narrow feature that may be indicative of a fault. The Murtagh Creek Fault, north-trending magnetic anomaly and putative north-trending fault intersect in the central area of the Properties.

 The tectonic setting is similar to that which contains the Argyle diamond mine in Australia. The hostrock for the Argyle Mine is a lamproite and because of the geological similarities, the Grenville Province is considered a permissive environment within which diamond-bearing lamproites may be found.

 Overburden geochemical sampling within the present area of the subject Properties has resulted the discovery of indicator-minerals, including microdiamond fragments and macrodiamonds. The distribution of the sample sites from which these indicator-minerals were obtained forms several clusters, the two most-prominent of which are situated on the southern edges of Bryson and Lamb Lakes. A third area of possible interest, Gerland Lake, is situated north of Bryson and east of Lamb Lake.

 The distribution of non-anomalous sample sites north and east of Bryson Lake suggests a probable source for the indicator-minerals beneath the lake itself. This target area is coincident with a portion of the regional, north-trending zone of high, positive magnetic intensity.

 By analogy, the distribution of two other clusters of anomalous sample sites, one southeast of Lamb Lake and the other in the vicinity of Gerland Lake suggest, but in a less-definitive manner, that the sources of those anomalies are located in a nearby, up-ice (north to northeast) direction.

The regional aeromagnetic map shows the presence of a concentric magnetic low in the area of Gerland Lake.

The combination of geological setting, geochemical and geophysical anomalies indicates the reasonable possibility that diamond-bearing lamproites may be found within the claims of 3929311 Canada Inc.

An exploration program designed to better-define the possible location of these source-rocks within the Properties is considered warranted. A proposed Phase 1 program of airborne magnetics followed by ground follow-up magnetic surveys, prospecting and drilling, with an estimated budget of CAN$201,225 is proposed.