Encore Renaissance Resources Corp V.EZ

General from Sedars

[nelson11]

ENCORE RENAISSANCE RESOURCES CORP.

(formerly, CONSOLIDATED GOLD WIN VENTURES INC.)

Management Discussion and Analysis

For the Nine Months Ended July 31, 2009

1

This management discussion and analysis has been prepared as of September 28, 2009 and should

be read in conjunction with the unaudited interim consolidated financial statements of the

Company for the nine months ended July 31, 2009 and the subsequent management discussion

and analysis September 28, 2009. All dollar figures stated herein are expressed in Canadian

dollars, unless otherwise specified.

Description of the Business

The Company is a junior exploration company, incorporated in 1984 under the Companies Act of

British Columbia. It is engaged in the acquisition of natural resource properties of potential

economic significance on which the Company intends to conduct exploration and development.

Pursuant to a resolution passed by shareholders April 2, 2009, the company changed its name to

Encore Renaissance Resources Corp. There was no consolidation of capital.

Effective at the opening April 9, 2009, the common shares of Encore Renaissance Resources

Corp. commenced trading on the TSX Venture Exchange, and the common shares of

Consolidated Gold Win Ventures Inc. were delisted. The company remains classified as a mineral

exploration/development company.

The Company’s interests remain in mining properties that are currently at the exploration stage

and the economic viability of which has not been proven. The Company has not yet determined

whether these unproven mineral interests contain ore reserves that are economically recoverable.

The recoverability of the amounts shown for its unproven mineral interests is dependent upon the

existence of economically recoverable reserves, securing and maintaining title and beneficial

interest in the property, the ability of the Company to obtain necessary financing to complete the

development, and upon future profitable production or proceeds from disposition of the mineral

properties

The Company is currently focusing its exploration activities on mineral deposits in both Canada

and the United States, primarily in copper, gold and silver in Elko County, Nevada; gold in

Northern British Columbia, Canada; platinum in Ungava, Quebec, Canada; and diamonds in

Drybones Bay on Great Slave Lake, Northwest Territories, Canada.

Unproved Mineral Interests - Highlights:

Victoria Mine, Elko, Nevada (copper):

In September 2007, the Company entered into an option agreement with Kokanee Placer (USA)

Ltd. (“KokPlc”) under which the Company may earn, subject to regulatory approval, a 10%

interest in the Victoria Mine, located to the east of the Company’s Dolly Varden Claims in Elko

County, Nevada.

To exercise the option, the Company is obligated to pay $ 1,000,000 on or before March 1, 2009,

to issue 3,500,000 common shares (350,000 effective with the 2008 year consolidation) and to

incur exploration expenditures of $1,500,000 on or before September 1, 2008. In November

2007, the Company received regulatory approval, and in December 2007, the Company issued

1,500,000 common shares (before share consolidation) with a deemed value of $165,000. In June

2008, the Company paid $1,000,000 and issued 100,000 common shares (after share

ENCORE RENAISSANCE RESOURCES CORP.

(formerly, CONSOLIDATED GOLD WIN VENTURES INC.)

Management Discussion and Analysis

For the Nine Months Ended July 31, 2009

2

consolidation) with a deemed value of $110,000. The remaining 100,000 common shares (after

share consolidation) are to be issued during the 2009 fiscal year.

The Victoria Mine property consists of 5 patented and 100 unpatented claims and lies in the

center of the Dolly Varden Mountains in northeastern Nevada, between Wendover and Ely. The

property was operated by Anaconda Mining Corp. in the late 1970’s and produced over

40,000,000 pounds of copper with recoveries of silver and bismuth reported

Anaconda acquired the property in the early 1940's; sank a 500-foot deep vertical shaft, drove

9,000 feet of drifts, crosscuts and raises on three levels (the 150, 300, and 500-foot levels) and

drilled 47 underground core holes and developed the resources that they later put into production

in1975.

Open pit mining commenced in the mid 1970’s with underground mining following. Anaconda's

ore reserves, at the initiation of production, amounted to about 2.425 million tons at a grade of

2.42% copper and 0.59 oz. per ton silver, down to the 6,786 elevation. Below that developed

level, Anaconda encountered mineralization similar to that mined down to the 6,200 elevation.

Approximately 1.357 million tons at a grade of 2.39% copper and 0.35 oz. per ton silver below

the 7110 elevation using the Anaconda cut off grade of just under 2% are estimated to remain at

the 6786 level.

Due to the unstable world financial market conditions, the Company has undertaken an

aggressive re-evaluation of the property and its economic feasibility at this time before it

proceeds to advance further funds to continue the contemplated initial exploration and

development program on the property, including providing a 43-101 compliant report.

The budget contemplated for the next 12 months:

Geological mapping and modeling $ 50,000

Geochemical surveying to the east 50,000

Assays, rock samples 25,000

Geophysical surveying IP and Magnetometor 150,000

Drilling 1500 metres (RC & core drilling) 450,000

Additional drill site selection, prep and permitting 25,000

Permitting and Oxide Leach Pad Preparation 150,000

Assays leach testing 50,000

Supervising, reporting and analysis Contingency 150,000

$ 1,100,000

South Dolly Varden, Elko County, Nevada, USA (Copper, Gold, Silver)

Status – Active – On-Going

In October 2005, the Company entered into an option agreement to acquire a 50% interest in 16

South Dolly Varden claims situated in Elko County, Nevada. To earn this interest, the Company

undertook to pay US$75,000, issue 750,000 shares (now issued) and complete a US$300,000

exploration work program over three years. The property is subject to an annual royalty equal to

2% of net smelter return gross on any production of metals from the claims.

ENCORE RENAISSANCE RESOURCES CORP.

(formerly, CONSOLIDATED GOLD WIN VENTURES INC.)

Management Discussion and Analysis

For the Nine Months Ended July 31, 2009

3

The Company is also required to incur US$300,000 in exploration expenditures as follows:

On or before Cumulative Expenditure

On Effective date US$75,000

First anniversary US$50,000

Second anniversary US$150,000, cumulative

Third anniversary US$300,000, cumulative

In September 2007, the Company entered into an option agreement with Kokanee Placer Ltd.

under which the Company may earn, subject to regulatory approval, a 51% interest in 11 mineral

claims that abut the north boundary of the above noted Dolly Varden claims. To exercise the

option, the Company is obligated to pay $200,000 on or before March 31, 2009, to issue

3,000,000 common shares and to incur exploration expenditures of US $850,000 on or before

December 1, 2009. In November 2007, the Company received regulatory approval, and in

December 2007, the Company issued 1,500,000 common shares (before share consolidation) with

a deemed value of $195,000. The remaining 150,000 common shares (after share consolidation)

are to be issued during the 2009 fiscal year.

Located just 75 miles south of the Victoria Mine and the Dolly Varden properties is Quadra

Mining Co.’s huge Robinson mine which in 2005, produced 126 million lbs. copper and 81,000

oz gold at grades of 0.6% Cu and 0.25 g/t Au. 100 miles to the east is the world’s third largest

mine and the largest copper/gold mine in the United States at Bingham Canyon in neighboring

Utah which has produced more than 16 million tonnes of copper since operations began in 1904.

Both the Robinson and Bingham mines are profitably mining grades of 0.6% copper which is the

copper grade discovered in over 75 feet of core at the Company’s Dolly Varden property while

the Victoria Mine has proven grades of more than 2% copper. Clearly, this region is host to large

economic deposits.

The Company has completed 15 holes in Phase One of their ongoing exploration program at the

Dolly Varden Copper/Gold properties. The Phase One program intersected significant Copper

mineralization in every hole in an area covering approx. 5 sq. km. In the very first ‘discovery

hole’ drilled on the property in Dec 2006 an intersection of 75 feet of 66% Copper was

encountered.

The Company’s Dolly Varden property revealed surface samples of up to:

• Copper – 9.34 per cent

• Gold – 4.27g/t

• Silver – 33.57 ounces per tonne

• Zinc – 20.2 per cent

• Molybdenum – 0.135%

• Uranium – 0.19%

A Porphyry system has been suggested as the host body for the discovery, the source of which is

the focus of exploration efforts currently ongoing at the Dolly Varden area properties by the

Company and two other companies.

ENCORE RENAISSANCE RESOURCES CORP.

(formerly, CONSOLIDATED GOLD WIN VENTURES INC.)

Management Discussion and Analysis

For the Nine Months Ended July 31, 2009

4

A second phase of drilling is planned at Dolly Varden for spring/summer of 2009 to follow up on

the excellent results achieved through the first phase of drilling.

Drilling and evaluation of porphyry copper, gold and silver on this property is ongoing.

The estimated expenditures for operations over the next twelve months are as follows: (Canadian

Dollars)

Geological mapping and modeling $ 50,000

Geochemical surveying on new claims to the south 25,000

Assays, rock samples 25,000

Geophysical surveying IP and Magnetometor 50,000

Drilling 5000 metres (RC & core drilling) 1,250,000

Additional drill site selection, prep and permitting 10,000

RC definition drilling (3000 metres) 300,000

Assays 100,000

Supervising, reporting and analysis Contingency 200,000

$ 2,010,000

Drybones Lake Area – Northwest Territories

Status – Active

During the last 5 years, the company has acquired, by staking, optioning and direct purchase,

numerous properties near Drybones Bay, NWT.

The Properties total over 5,000 hectares and are located north and east of the Drybones Bay

diamondiferous kimberlites.

The Drybones Lake, mineral interests include the following: GTEN 9; ii). GSL 1,6,7,8,9

and 10, NWT; iii). Cleft minerals claims & ZZL minerals claims; vi). Defeat Lake and v).

GTEN 16.

The Company is currently re-evaluating the economic feasibility of contining exploration

and development on all the Drybones Lake area properties due to world market financial

conditions at this time.

GSL 1,6,7,8,9, and 10 claims located in the Drybones Bay area Great Slave Lake

During the year ended October 31, 2002, the Company entered into an option agreement with

New Shoshoni Ventures Ltd. (“Shoshoni”) to acquire a 50% interest in mineral claims in the GSL

1,6,7,8,9, and 10 claims in the South Mining District, Northwest Territories. To earn this interest,

the Company paid $20,000 and issued 200,000 shares. The Company was required to incur

$750,000 in exploration expenditures by December 31, 2009. This expenditure has been mostly

completed and only one or two 2 target areas remain to be tested.

If the company earns the 50% interest in the property, the Company and Shoshoni would form a

joint venture, but Shoshoni may elect to join the joint venture or convert its remaining 50%

interest into a 5% gross over-ride royalty (“GOR”). The company has the option to purchase up to

60% of the GOR for $1,000,000.

ENCORE RENAISSANCE RESOURCES CORP.

(formerly, CONSOLIDATED GOLD WIN VENTURES INC.)

Management Discussion and Analysis

For the Nine Months Ended July 31, 2009

5

GTEN #16, South Mining District of NWT, Canada:

During the year ended October 31, 2005, the Company entered into an option agreement with

Snowfield Development Corp. (“Snowfield”) to acquire 49% of Snowfield’s 100% interest in

GTEN #16 mineral claims in the South Mining District, Northwest Territory for consideration of

cash payment of $50,000, 600,000 treasury shares and $175,000 work expenditure commitment.

These terms have been met and the company has earned its option.

There is reserved a cumulative overriding royalty on any diamond production from the claim with

a buy-back proviso contained in the Production Royalty Agreement allowing Snowfield to

purchase up to 33.33% (cumulative 2%) of the Production Royalty at a total cost of $2,000,000.

The agreement is valid and in good standing. As of October 31, 2008, no royalty has been

recorded as there is not yet any production. The agreement is valid and in good standing.

ZZL and Cleft mineral claims:

During the year ended October 31, 2003, the Company entered into an option agreement to

acquire a 100% interest in the ZZL and Cleft mineral claims in the South Mining District,

Northwest Territories. To earn this interest, the Company issued 400,000 shares, at a deemed

value of $60,000 and paid $10,000, subject to a 2.5% net smelter return royalty on any minerals

and 2.5% gross override royalty on any production of gemstones, in favour of the Optionors, with

a 1% buyback provision.

The estimated exploration costs for the Drybones Bay areas are as follows:

Drilling 3000 metres at $200/metre

$

500,000

Till sampling 125,000

Petrographic work and Lab Analysis of samples 25,000

Helicopter support 100,000

Contingency, report, supervision travel 150,000

Contingency, report, supervision travel $ 900,000

Moose Bay/FC Claims – located in the Great Slave Lake Area, Northwest Territories:

During the year ended October 31, 2004, the Company entered into an option agreement to

acquire an 80% interest in mineral claims in the Moose Bay/FC Claims located in the Great Slave

Lake Area, Northwest Territories. To earn this interest, the Company paid $80,000 and issued

1,500,000 shares, at a deemed value of $150,000 plus is contingently liable to issue a further

200,000 shares if one or more Kimberlic bodies are discovered. The Company is also required to

incur $400,000 in exploration expenditures as follows:

On or before Cumulative Expenditure

June 30, 2004 $ 50,000 (extended to April 30, 2010)

April 30, 2005 $100,000 (extended to April 30, 2010)

April 30, 2006 $250,000 (extended to April 30, 2010)

The property is subject to a gross override royalty (“GOR”) equal to 3% of the appraised value of

all diamonds. The Company has the option to purchase each 0.5% of the 3% of the GOR for

ENCORE RENAISSANCE RESOURCES CORP.

(formerly, CONSOLIDATED GOLD WIN VENTURES INC.)

Management Discussion and Analysis

For the Nine Months Ended July 31, 2009

6

$500,000 up to a maximum of 1.5% of the GOR. In connection with the agreement, a finder’s fee

of $23,000 was paid.

Currently the company is meeting with First Nations and conducting air surveys of the property.

The company is conducting limited drilling on areas where they have obtained drill permits.

Yeti Project, Yehiniko area of the Stikine River Area, Northern British Columbia.

On October 17, 1996, the Company entered into an option agreement with TNR Resources Ltd.

(formerly Toscana Resources Ltd.) to acquire a 100% interest in the Yeti property, Laird Mining

Division, British Columbia.

As of July 31, 2009, management have decided to discontinue the exploration on the property

due to the assay results on the samples were of no commercial value. The Company has recorded

a write-off of $406,108 in the period ended July 31, 2009.

Raglan District, Ungava, Quebec (Copper and Nickel)

Status – Active

In October 2004, the Company acquired 48 mineral claims in four separate areas of the

Raglan District, Ungava, Quebec, through the issuance of 1,000,000 common shares at a

deemed value of $50,000. The property is subject to a 2% net smelter return (“NSR”).

The Company has the option to purchase each 0.5% of the 2% of the NSR for $500,000

up to a maximum of 1.0% of the NSR. As an advance on the NSR, the Company is to pay

$25,000 (not paid but recorded).

As of July 31, 2009, the management decided to discontinue the exploration on the

property due to the assay results on the samples were of no commercial value. The

Company has recorded a write-off of $103,260 in the period ended July 31, 2009.

Pottawatomie - Okalhoma

The Company entered into a Memorandum of Understanding on March 27, 2009 with Nitro

Petroleum Incorporated (“Nitro”), whereby the Company will acquire 12.5% working interest in

oil and gas properties located in Pottawatomie, County, Oklahoma. In consideration, the

Company paid USD $200,000 to Nitro and Nitro has an option to buy back 12.5% working

interest within 1 year from flossing for $USD 250,000 from the Company. The Company also

paid the finder’s fee for USD $20,000.

Bonaparte Mine - Kamloops, British Columbia

Bonaparte Mine - Kamloops, British Columbia

The Company has acquired an option to purchase a 60% interest in the Bonaparte Mine Property

located approximately 35 km north of Kamloops, British Columbia, for the payment of an

aggregate amount of 20 million shares and $7 million over the next 2 years in staged payments

and the incurring of expenditures to take the Property into production. On June 26, 2009, the

Company received TSX Venture Exchange approval on this transaction.

To exercise the options, the Company has the following obligations:

ENCORE RENAISSANCE RESOURCES CORP.

(formerly, CONSOLIDATED GOLD WIN VENTURES INC.)

Management Discussion and Analysis

For the Nine Months Ended July 31, 2009

7

?? Either the greater of $1,000,000 cash or 2,000,000 shares payable on or before the 2nd

anniversary;

?? An additional $1,000,000 cash payable upon the commencement of Phase III (as defined

below); and,

?? Up to an additional 20,000,000 Company shares paid as follows (subject to minimum

exploration expenditures being completed):

i. 5,000,000 shares payable within 5 days of this notice;

ii. 5,000,000 shares payable on or before the 2nd anniversary;

iii. 10,000,000 shares payable upon the commencement of Phase III.

In addition, the Company is required to complete aggregate exploration expenditures on the

Property within a three year period as follows:

i. $1,244,000 of exploration expenditures within the 1st year ('Phase I');

ii. $1,220,000 of exploration expenditures within the 2nd year ('Phase II'); and,

iii. All remaining work costs required to commence production on the Property ('Phase III').

On May 21, 2009, the Company paid $1,000,000 to BCT and on June 26, 2009, the Company

issued 5,000,000 shares with a deemed value of $350,000.

0854511 B.C. Ltd. (the "Target") – Yukon Territory

On August 31, 2009, the Company entered into a purchased agreement with 0854511 B.C. Ltd. (the

"Target") and the shareholders of Target. Pursuant to the Agreement, the Company has agreed to

acquire all of the issued and outstanding shares of Target from the Target shareholders. Target

owns a 100% registered and beneficial interest in 100 claims located in the Yukon Territory and

has 8 claims pending government review in Alberta.

To complete this acquisition, the Company has the following obligations:

i. Issue 12,000,000 shares of the Company, and

ii. Promissory notes in the aggregate amount of $125,000.

In connection with this acquisition, the Company also required to pay a finder fees for 562,500

shares and $30,937.50 in cash for a finder.

On September 14, 2009, the Company issued 12,000,000 shares with a deemed value of $660,000

and 562,500 shares with a deem value of 30,938 for the finder fees as the acquisition cost of the

Yukon mine. Shares issued as part of the finder's fee are subject to a hold period expiring on Jan.

15, 2010.