Mr. Kenneth Berry reports

THEIA RESOURCES ENTERS INTO OPTION AGREEMENT ON THE FOX AND 2 X FRED PROPERTIES

Theia Resources Ltd. and Kootenay Silver Inc. have entered into a letter agreement whereby Theia has the right to earn a undivided 60-per-cent interest in the Fox and 2 X Fred properties located in the Nechako Plateau of central British Columbia in exchange for issuing an aggregate total of 750,000 common shares of Theia to Kootenay and financing $2.5-million of exploration expenditures on the properties within a five-year period. All terms of this letter agreement are subject to approval by the TSX Venture Exchange.

Potential of the Fox and 2 X Fred properties is considered high for the following reasons:

Fox

• The Fox property is an epithermal gold/silver prospect.
• The Fox property consists of seven land tenures covering 3,912.97 hectares.
• The Fox property is located approximately 20 kilometres southwest of the currently producing Endako molybdenum mine and roughly 40 km to the southeast of the past-producing Equity silver mine.
• The mineral system at Fox appears large and comprises numerous anomalous to highly anomalous gold-silver showings within a broad alteration envelope, which minimum extent is 1,000 metres across by 1,000 m long. Outcrop is sparse and the system limits are not defined.
• A well-defined northeast-trending magnetic low within a broader magnetic high, referred to as the Fox low, dissects the property, this magnetic feature extends over five kilometres in distance.
• Work to date by Kootenay has consisted of rock geochemistry and prospecting conducted in three preliminary passes. A trial VLF/magnetic survey over a limited portion of the mineralized areas has also been conducted. Currently permits are in place for trenching of newly discovered zones.

2 X Fred

• The 2 X Fred property is an epithermal gold/silver prospect.
• The 2 X Fred property is located in the mineral-rich central plateau of British Columbia, approximately 32 km southwest of the city of Vanderhoof, and consists of 10 land tenures covering 4,618.19 hectares.
• The property covers a prominent east-west-trending magnetic anomaly that coincides with a geological boundary. All the mineralized showings found to date are spatially associated with a magnetic high located in the centre of the property.
• Gold and silver mineralization on the property is hosted by chalcedonic to banded quartz veins, stockworks and breccia fills that are hosted predominantly in basalt flows and conglomerates.
• At least four vein systems are exposed in outcrop at surface.
• In total, the mineralized veins occur over an area measuring approximately 2.5 by 1.75 km.
• Work conducted by Kootenay Silver to date has included rock sampling, biogeochemistry, geological mapping and ground geophysical surveys (magnetic and VLF-EM), as well as permitting for trenching and drilling.
• The large aerial extent of the system and anomalous gold content indicate potential for large-sized gold deposits to have formed either as open-pit low-grade deposits or as high-grade bonanza-style deposits focused within feeder structures.

The foregoing geological disclosure has also been reviewed and verified by Kootenay Silver's chief executive officer, James McDonald, PGeo (a qualified person for the purpose of National Instrument 43-101).

Terms of agreement

To fulfill the terms of the letter agreement, Theia must spend an aggregate total of $2.5-million on exploration over five years and issue up to 750,000 shares, with 200,000 shares due on regulatory approval of the letter agreement, 200,000 shares due on or before the first year and second anniversaries, and 150,000 common shares due on or before the third anniversary, of the execution date. Subsequent to exercise of the earn-in, Theia and Kootenay will form a 60/40 joint venture. Financing of further work on the properties will be on a proportional basis under the direction of a management committee with voting rights proportional to ownership percentage. Either party may be diluted on the basis of a standard formula if they do not contribute to the planned programs. If either party is diluted below 10 per cent, its interest will convert to a 1.5-per-cent NSR (net smelter return) royalty. Kenneth Berry is a director and officer of both Theia and Kootenay.

We seek Safe Harbor.