U.S. SECURITIES & EXCHANGE COMMISSION

Washington, D.C.

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the period of

~~March~~May, 2005

ARGOSY MINERALS INC

(Name of Registrant)

20607 Logan Avenue

Langley, British Columbia, Canada, V3A 7R3

(Address of principal executive offices)

Australian Stock Exchange Appendix 5B for the quarter ended September 30, 2003.

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ~~X Form 40-F~~

Form 40-F

Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ~~No X~~

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Argosy Minerals Inc SEC File No. 0-29500

(Registrant)

Date

~~April 8~~June 28, 2005 ~~By "C.R. Bond"~~

"C.R. Bond"

Cecil R. Bond,

Corporate Secretary

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NEWS RELEASE No. 0306-05

~~March~~May 818, 2005 ~~ASX Symbol - AGY~~

~~ARGOSY~~ ~~TERMINATES~~ASX ~~AGREEMENT~~Symbol ~~OVER~~- ~~ALBETROS DIAMOND PROJECT~~AGY

~~Argosy~~ARGOSY ~~Minerals~~LIFTS ~~Inc.~~FORCE ~~(“Argosy”),~~MAJEURE ~~trading~~ON onMUSONGATI ~~the~~PROJECT ~~Australian~~IN Stock Exchange under the symbol AGY, has advised Albetros Inland Diamond Exploration Pty Ltd (“Albetros”) of its intention to terminate the Agreement over prospecting rights originally granted to Albetros by the South African government over three farms in Namaqualand, South Africa. BURUNDI

~~The~~Andover ~~Agreement~~Resources ~~and subsequent amendments gave Argosy until August 31~~NL, ~~2004~~a ~~to evaluate~~wholly ~~the~~owned ~~diamond~~subsidiary ~~potential~~ of ~~the~~Argosy ~~Albetros~~Minerals ~~Project. However~~Inc, ~~since~~has ~~the~~withdrawn ~~expiry~~its Notice of ~~the~~Force ~~original~~Majeure, ~~prospecting~~imposed ~~permit~~August ~~on March 15~~20, 2004 ~~the application for a new prospecting permit over the Albetros Diamond Project has not yet been approved by the South African Department of Mines and Energy (“DME”)~~, ~~and consequently~~in norelation ~~work~~to ~~has~~its ~~been performed on the project since that date. Efforts~~Mining toConvention ~~obtain~~over ~~a temporary permit from~~ the ~~DME,~~Musongati ~~under~~lateritic ~~which~~nickel-cobalt ~~exploration~~deposit ~~could continue,~~in ~~were not successful~~Burundi.

InThe ~~terms~~withdrawal offollows ~~complying with~~ the ~~new~~release ~~Mineral~~of ~~and~~recent ~~Petroleum~~news ~~Resources~~statements ~~Development~~noting ~~Act,~~that the ~~Argosy~~transitional ~~had~~government ~~been~~of ~~proactive~~Burundi ~~with~~intends ~~its~~to ~~long~~hold ~~term~~elections ~~empowerment~~starting ~~partner Umnotho weSizwe~~with ~~Diamond~~communal ~~Company~~elections ~~Pty~~on ~~Ltd.~~June ~~(“Umnotho”)~~3 and ~~had~~culminating ~~previously entered into Black Economic Empowerment (“BEE”) transactions~~ with ~~that~~the ~~entity’s~~presidential ~~holding~~poll ~~company. As~~on ~~part~~August of19; ~~its~~this ~~agreement~~together ~~for~~with the ~~acquisition~~lack of ~~Albetros,~~significant ~~Argosy~~rebel ~~had~~activity ~~negotiated the~~during ~~right~~recent tomonths ~~introduce~~is ~~Umnotho~~considered ~~which~~to ~~acquired~~have anhelped ~~immediate~~the ~~15%~~overall ~~interest~~security insituation ~~Albetros. The acquisition of this interest~~ in ~~Albetros by Umnotho resulted in Albetros meeting~~ the ~~initial Charter requirements as an empowered company~~ country.

However the Department of Minerals and Energy recently issued a formal clarification on the application of the Mineral and Petroleum Resources Development Act and the BEE Charter. This clarification has fundamentally changed the BEE requirements for pending applications for prospecting rights for former state owned rights, such as for diamonds, and requires BEE participation of not less than 51% during a one year transitional period.

Given that the permit application was submitted fifteen months ago, in good time ahead of its expiry, but as yet has not been granted, and coupled with the fact that the original Agreement catered for an initial 15% BEE participation, Argosy cannot see its way forward to comply with the clarification which is now a requirement for the granting of the permit.

Consequently Argosy has terminated the Agreement with Albetros with immediate effect.

ON BEHALF OF THE BOARD

Peter Lloyd

Chairman

For further information contact:

David Russell, Corporate Development Manager Argosy Minerals Inc Telephone: 61-8-9474-4178 Email: TUdavid.russell@argosyminerals.com.auUT Cecil R Bond, Chief Executive Officer Argosy Minerals Inc Telephone: 1-604-530-8436 Email: TUcb.argosy@telus.netUT

David Russell, Corporate Development Manager

Cecil R Bond, Director

Argosy Minerals Inc

Level 1, Suite 3

23 Richardson Street

South Perth, WA, 6151 Australia

Telephone: 61-8-9474-4178

Email: david.russell@argosyminerals.com.au

Argosy Minerals Inc.

20607 Logan Avenue

Langley, British Columbia

V3A 7R3 Canada

Telephone: 1-604-530-8436

Email: cb.argosy@telus.net

CAUTIONARY STATEMENT

The Australian Stock Exchange has neither approved nor disapproved the contents of this News Release. This News Release includes certain “"forward-looking statements”" within the meaning of Section 21E of the U.S. Securities and Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of Argosy, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Argosy’'s expectations are disclosed under the heading “"Risk Factors” " and elsewhere in Argosy’'s documents filed from time to time with the Australian Stock Exchange, the United States Securities and Exchange Commission and other regulatory authorities. All subsequent written and ~~oral~~ oral forward-looking statements attributable to Argosy or persons acting on its behalf are expressly qualified in their entirety by this notice.

~~MANAGEMENT'S~~Argosy ~~RESPONSIBILITY~~Minerals ~~FOR FINANCIAL REPORTING~~Inc

~~The consolidated~~INTERIM ~~financial~~CONSOLIDATED ~~statements~~FINANCIAL and the information contained in the annual report have been prepared by the management of the Corporation. The financial statements have been prepared in accordance with Canadian generally accepted accounting principles and, where appropriate, reflect management's best estimates based on currently available information. A system of internal accounting control is maintained to provide reasonable assurance that financial information is accurate and reliable.STATEMENTS

~~The Corporation's~~For ~~independent~~the ~~auditors,~~Quarter ~~Horwath~~Ended ~~Orenstein~~March ~~LLP~~31, who have been appointed by the directors, conduct an audit in accordance with generally accepted auditing standards in Canada and the United States to allow them to express an opinion on the financial statements.2005

~~The Audit~~(expressed ~~Committee~~in ofCanadian the Board of Directors meets periodically with management and the independent auditors to review the scope and result of the annual audit, and to review the financial statements and related reporting matters prior to submission to the Board.dollars)

~~"signed"~~NOTICE ~~Cecil~~OF R.NO ~~Bond~~AUDITOR ~~Marcus~~REVIEW N.OF ~~Foster~~INTERIM ~~Chief~~FINANCIAL ~~Executive Officer Chief Financial Officer~~STATEMENTS

~~February 18~~Under National Instrument 51-102, ~~2005~~Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

~~REPORT OF~~The ~~INDEPENDENT~~accompanying ~~ACCOUNTANTS~~unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

To The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the ~~Shareholders~~Canadian Institute of ~~Argosy~~Chartered ~~Minerals~~Accountants ~~Inc~~for a review of interim financial statements by an entity’s auditor.

We have audited the consolidated balance sheet of Argosy Minerals Inc as at December 31, 2004 and the consolidated statements of operations and deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

Argosy Minerals Inc
(an Exploration stage company)
CONSOLIDATED BALANCE SHEETS
(unaudited - prepared by Management)
As At March 31, 2005 and December 31, 2004
(Expressed in Canadian Dollars)

			March 31, 2005	Dec. 31, 2004
ASSETS
Current Assets
	Cash and cash equivalents		$ 4,504,902	$ 4,616,407
	Accounts receivable and prepaids		22,553	166,960
			4,527,455	4,783,367

Office Equipment and Furniture			26,520	29,560
			$ 4,553,975	$ 4,812,927

LIABILITIES
Current Liabilities
	Accounts payable and accrued liabilities		$ 207,696	$ 151,001

SHAREHOLDERS' EQUITY
Capital Stock
	Authorised - unlimited
	Issued - 95,969,105 common shares (2004: 95,969,105)		44,075,384	44,075,384

Deficit			(39,729,105)	(39,413,458)
			4,346,279	4,661,926
			$ 4,553,975	$ 4,812,927


APPROVED BY THE DIRECTORS






	Cecil R. Bond, Director	John Nicholls, Director

We conducted our audit in accordance with Canadian and Public Company Accounting Oversight Board (United States) generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.

ARGOSY MINERALS INC
(An Exploration Stage Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(Unaudited - Prepared by Management)
For the Three Months ended March 31, 2005 and 2004
			2005	2004
Income:
		Interest revenue and other	$ 25,706	$ 89,737
		Foreign Exchange gain/(loss)	(326)	198,667
			25,380	288,404

Expenses:
	Accounting and audit		15,528	32,399
	Arbitration		-	78,575
	Bank charges		1,607	1,716
	Depreciation		3,040	3,458
	Directors Fees		18,750	12,500
	Insurance		14,406	20,022
	Legal		27,763	30,040
	Management and Consulting fees		62,665	513,346
	Office		4,694	6,104
	Project Assessment		28,481	241,751
	Rent		16,869	17,529
	Salaries and benefits		114,356	113,948
	Shareholder communications		1,560	15,055
	Telecommunications		1,469	4,233
	Transfer agent and stock exchange		16,390	17,635
	Travel		13,449	24,468

			341,027	1,132,779

Loss for the period			(315,647)	(844,375)

Deficit,		beginning of period	(39,413,458)	(36,265,206)

Deficit,		end of period	$ (39,729,105)	$ (37,109,581)

Basic & Diluted Loss per Common Share			$ 0.003	$ 0.009

Weighted Average Number of Common Shares Outstanding			95,969,105	95,969,105

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2004 and the results of its operations and changes in its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.

ARGOSY MINERALS INC
(An Exploration Stage Corporation)

CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited - Prepared by Management)
For the Three Months ended March 31, 2005 and 2004
			2005	2004
Cash Flows from Operating Activities
	Loss for the period		$ (315,647)	$ (844,375)
	Adjustments for
		Depreciation	3,040	3,458
		Foreign Exchange (Gain)/Loss	540	(188,818)

			(312,067)	(1,029,735)

Changes in Non-cash working capital
		Decrease in accounts receivable & prepaid expenses	144,407	147,351
		Increase/(Decrease) in accounts payable & accrued liabilities	56,695	(51,687)

Cash Flows from Operating Activities			(110,965)	(934,071)

Cash Flows from Financing Activities			-	-

Cash Flows from Investing Activities			-	-

Foreign Exchange Gain/(Loss) on Cash Held in Foreign Currency			(540)	188,818

Decrease in Cash & Cash Equivalents			(111,505)	(745,253)

Cash & Cash Equivalents at Beginning of Period			4,616,407	8,058,383

Cash & Cash Equivalents at End of Period			$ 4,504,902	$ 7,313,130

The financial statements as at December 31, 2003 and 2002 and for the years then ended were audited by other auditors who expressed an opinion without reservation on those financial statements in their report dated January 16, 2004. Those financial statements were prepared in all material respects in accordance with Canadian generally accepted accounting principles.

Chartered Accountants Toronto, Canada February 18, 2005

Argosy Minerals Inc
(an Exploration stage corporation)
CONSOLIDATED BALANCE SHEETS
As At December 31, 2004 and 2003
(Expressed in Canadian Dollars)
	2004			2003
ASSETS
Current Assets
Cash and cash equivalents	$	4,616,407		$	8,058,383
Accounts receivable and prepaids		166,960			163,555
		4,783,367			8,221,938
Office Equipment and Furniture		29,560			39,413
	$	4,812,927		$	8,261,351
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	151,001		$	451,173
SHAREHOLDERS' EQUITY
Capital Stock Note 5
Authorised - unlimited
Issued - 95,969,105 common shares (2003: 95,969,105)		44,075,384			44,075,384
Deficit		(39,413,458	)		(36,265,206	)
		4,661,926			7,810,178
	$	4,812,927		$	8,261,351

APPROVED BY THE DIRECTORS Cecil R. Bond, Director John Nicholls, Director

Argosy Minerals Inc
(an Exploration stage corporation)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
For the Years Ended December 31, 2004, 2003 and 2002
(Expressed in Canadian Dollars)
	2004			2003			2002
Income
Interest	$	214,247		$	363,362		$	411,203
Gain on Disposal of Mineral Property		-			125,500			-
Foreign exchange gain / (loss)		(255,686	)		670,724			899,844
Gain on sale of Marketable Securities		-			14,548			-
		(41,439	)		1,174,134			1,311,047
Expenses
Accounting and audit	$	98,606		$	105,121		$	86,227
Arbitration Note 3(c)		789,871			366,310			96,255
Bank charges		6,386			7,721			7,002
Capital taxes		-			334			832
Depreciation		13,088			15,292			9,725
Directors' fees		76,136			68,750			24,982
Insurance		83,894			77,812			53,950
Legal		52,373			55,268			107,940
Management and consulting fees		668,664			428,827			377,383
Office		25,292			25,029			25,589
Project assessment expenditures Note 4(c)		587,244			1,721,363			181,358
Rent		63,611			60,403			66,219
Salaries and benefits		434,665			427,394			418,374
Shareholder communications		35,930			33,740			85,278
Telecommunications		15,558			18,249			19,454
Transfer agent and stock exchange		57,254			46,146			51,518
Travel		98,241			189,725			265,626
Write-off of mineral properties
and deferred costs Note 3		-			19,783			10,512,674
		3,106,813			3,667,267			12,390,386
Loss for the Year		(3,148,252	)		(2,493,133	)		(11,079,339	)
Deficit - Beginning of Year		(36,265,206	)		(33,772,073	)		(22,692,734	)
Deficit - End of Year	$	(39,413,458	)	$	(36,265,206	)	$	(33,772,073	)
Basic & Diluted Loss per Common Share	$	(0.03	)	$	(0.03	)	$	(0.12	)
Weighted Average Number of
Common Shares Outstanding		95,969,105			95,969,105			95,969,105

Argosy Minerals Inc
(an Exploration stage corporation)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004, 2003 and 2002
(Expressed in Canadian Dollars)
	2004			2003			2002
Cash Provided from (Used for)
Operating Activities
Loss for the year	$	(3,148,252	)	$	(2,493,133	)	$	(11,079,339	)
Adjustments for:
Depreciation		13,088			15,292			9,725
Foreign exchange (gain) / loss		4,173			(641,617	)		(804,273	)
Gain on marketable securities		-			(14,548	)		-
Write-off of mineral properties
and deferred costs		-			19,783			10,512,674
Gain on Disposal of Mineral Property		-			(125,500	)		-
		(3,130,991	)		(3,239,723	)		(1,361,213	)
Changes in Non-cash Working Capital
Increase in accounts receivable
and prepaids		(3,405	)		(120,559	)		(16,684	)
Increase/(Decrease) in accounts payable
and accrued liabilities		(300,172	)		125,767			(193,621	)
Cash Flows from Operating Activities		(3,434,568	)		(3,234,515	)		(1,571,518	)
Financing Activities
Cash Flows from Financing Activities		-			-			-
Investing Activities
Disposal of Mineral Property Note 3(b)		-			500,000			-
Mineral properties and deferred costs		-			(53,771	)		(240,441	)
(Acquisition)/Disposition of Marketable Securities		-			278,288			(263,740	)
Purchase of office equipment and furniture		(3,234	)		(11,371	)		(43,672	)
Restricted cash		-			157,960			(1,960	)
Cash Flows from Investing Activities		(3,234	)		871,106			(549,813	)
Foreign Exchange Gain / (loss) on cash
held in Foreign Currency		(4,173	)		641,617			804,273
Decrease in Cash and Cash
Equivalents		(3,441,975	)		(1,721,792	)		(1,317,058	)
Cash and Cash Equivalents -
Beginning of Year		8,058,383			9,780,175			11,097,233
Cash and Cash Equivalents -
End of Year	$	4,616,407		$	8,058,383		$	9,780,175

ARGOSY MINERALS INC

(An Exploration ~~stage~~Stage ~~corporation~~Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~For the~~(Unaudited ~~year~~- ~~ended~~Prepared ~~December~~by ~~31, 2004~~ Management)

~~1. Nature~~For Ofthe ~~Operations~~Three Months ended March 31, 2005 and March 31, 2004

~~The Corporation and its subsidiaries are engaged in the exploration and development of mineral properties and is considered to be an exploration stage company~~1. The Corporation is in the process of investigating possible property acquisitions and continues to evaluate the Nevada Gold Project in Nevada, USA. The Corporation is still waiting for the issuance of a prospecting permit for the Albetros Diamond Project in South Africa, consequently, no activity is being undertaken at this time. See Note 4. The Corporation was previously involved in studies for the development of a nickel/cobalt processing facility at Musongati in the Republic of Burundi and in gold exploration in the Slovak Republic. In August 2002 the Corporation’s subsidiary, Andover Resources N.L., declared force majeure and curtailed its activities in Burundi as a result of the deterioration of the security situation. See Note 3(a). In July 2003, the Corporation sold its Slovak subsidiary, Kremnica Gold a.s. See Note 3(b).

~~As yet,~~These itconsolidated ~~has~~financial ~~not~~statements have been ~~determined~~prepared ifin ~~the~~accordance ~~Corporation’s~~with ~~mineral~~Canadian ~~properties~~GAAP ~~contain ore~~and ~~reserves~~follow ~~that~~the ~~are~~same ~~economically~~accounting ~~recoverable.~~policies ~~The~~and ~~recoverability~~methods of ~~any~~their ~~amount recorded~~application ~~for~~as ~~mineral properties and deferred costs is dependent on~~ the ~~existence of~~most ~~economically~~recent ~~recoverable~~annual ~~reserves,~~financial ~~the~~statements ~~ability~~ of the Corporation todated ~~obtain necessary~~December ~~financing~~31, to2004 ~~complete the development~~ and ~~future~~should ~~profitable~~therefore ~~production or~~be ~~proceeds~~read ~~from~~in ~~disposition~~conjunction ofwith ~~the~~those ~~mineral properties~~statements. These ~~The~~notes ~~amounts~~do ~~shown~~not ~~as mineral~~include ~~properties~~all ~~and~~of ~~deferred~~the ~~costs,~~information ifand ~~any,~~disclosures ~~represent~~required ~~costs~~by toCanadian ~~date,~~GAAP ~~less amounts~~for ~~recovered~~annual orfinancial ~~written off, and do not necessarily represent present or future values~~statements.

2. ~~Significant Accounting Policies~~

~~Principles~~ Project assessment expenditures for the 3 months ended March 31, 2005 consist of ~~Consolidation~~the following:

The consolidated financial statements include the accounts of the Corporation and its wholly owned subsidiaries after elimination of inter-company accounts and transactions:

Legal, Administrative and Consulting	$ 22,491
Drilling and Assessment	4,990
Project Option Fees	1,000
	$ 28,481

~~Company~~ARGOSY ~~Name~~MINERALS ~~Country Argosy Mining Corp~~INC. ~~("Argosy") Canada Argosy Mining Corporation Pty. Ltd. South Africa Andover Resources N.L. ("Andover") Australia Balzan Investments Limited (“Balzan”) BVI~~

~~Financial Statement~~(the ~~Presentation~~“Corporation”)

~~These consolidated~~Management ~~financial~~Discussion ~~statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). The material measurement differences between Canadian~~ and ~~United States GAAP are explained in Note 10, along with their effect on the Corporation’s consolidated statements of operations and consolidated balance sheets.~~ Analysis

~~Use of~~First ~~Estimates~~Quarter Ended March 31, 2005

~~The preparation~~April of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of income and expenses during the period. Significant areas where management’s judgement is applied are mineral property valuations29, ~~valuation~~ ~~of future income tax benefits and contingent liabilities. Actual results may differ from those estimates.~~2005

~~Cash~~ The selected consolidated financial information set out below and ~~Cash~~certain ~~Equivalents~~comments which follow are based on, and derived from, the consolidated financial statements of the Corporation, and should be read in conjunction with them. The Management Discussion and Analysis has been prepared as at April 29, 2005.

~~Cash and~~Description ~~cash equivalents include cash and short-term deposits maturing within 90 days~~ of the original date of acquisition. In order to limit its exposure to losses, the Corporation deposits its funds with major Canadian, Australian and UK banks. A portion of the cash balances are held in Australian and U.S. dollars, accordingly, the Corporation has exposure to fluctuations in currency exchange rates.Business

~~Office Equipment~~Since incorporation the Corporation has been exclusively a natural resource Corporation engaged in exploration for precious metals, base metals and ~~Furniture~~diamonds. At this stage of its development the Corporation has no producing properties and, consequently, has no current operating income or cash flow. The Corporation is a reporting issuer in British Columbia, Alberta and Ontario and trades on the Australian Stock Exchange under the symbol AGY.

~~Depreciation is~~During ~~provided~~the onquarter ~~office~~ended ~~equipment~~March ~~and~~31, ~~furniture~~2005 ~~using~~Argosy ~~the~~continued ~~straight~~with ~~line~~its ~~method over~~planned corporate and strategic changes aimed at revitalizing the ~~estimated~~Corporation ~~useful~~following ~~lives~~the end of the ~~assets~~debilitating arbitration settled last quarter.

~~Project Assessment~~To ~~Expenditures~~this end Argosy has initiated certain corporate changes that will ultimately, subject to shareholder approval, see the Corporation change its domicile from Canada to Australia, appoint new directors and management, acquire new projects / investments and reduce its exposure to projects where there has been limited progress due to political or legislative barriers.

~~Project assessment~~The ~~costs~~highlight ~~consist~~ of ~~expenditures to evaluate new projects. These expenditures are charged to income when incurred. Once~~ the ~~Corporation~~quarter ~~decides to~~has ~~acquire~~been the ~~property,~~acquisition ~~costs~~of ~~associated~~a ~~with~~prospective ~~further~~nickel ~~exploration~~sulphide ~~or development~~/ ~~are~~platinum ~~accounted~~group ~~for~~metal asproject ~~described~~in ~~under Mineral Properties and Deferred Costs below~~Canada. In ~~Included~~addition, indue ~~project~~diligence ~~assessment~~continued ~~expenditures~~at ~~are~~the ~~option~~Mexican ~~payments~~gold ~~for mineral~~property ~~properties.~~that ~~These~~was ~~payments~~previously ~~are~~announced ~~charged~~as toa ~~income~~potential ~~when~~exploration ~~incurred~~target.

~~Mineral Properties and Deferred Costs~~Projects

~~The costs of acquiring mineral properties~~Nickel, ~~and related exploration and development costs~~Copper, ~~are~~Platinum ~~deferred~~Group ~~until the property to which they relate is placed into production~~Metals, ~~sold or abandoned. Deferred costs will be amortized over the estimated useful life of the ore body following commencement of production, or written off if the property is sold or abandoned.~~Canada

77As part of its quest for new projects Argosy personnel attended the recent Prospectors and Developers Association (PDAC) in Toronto, Canada in order to review specific project opportunities. As indicated previously, Argosy has been evaluating new project opportunities in base and precious metals in North America for some time.

~~The Corporation~~Recently, ~~will~~Argosy ~~reduce~~announced ~~the~~an ~~carrying~~agreement ~~value~~over ofprospective ~~mineral~~tenements ~~properties~~that ~~and~~host ~~deferred costs~~outcropping bybase ~~any~~metal ~~amount~~sulphide ~~received~~- ~~from~~platinum group metal (“PGM”) mineralization – the ~~introduction~~Lac ofPanache aProject, ~~joint~~close ~~venture partner~~to Sudbury, Ontario, Canada.

~~Management's estimate~~Argosy ofMinerals carrying values is subject to risks and uncertainties affecting the recoverability of the Corporation's investment in mineral properties. Although management makes its best estimate of these factors, where applicable, based on current conditions, it is possible that changes could occur in the near term which could adversely affect management's estimate of the recoverability of mineral properties and deferred costs and the need for asset impairment write-downs. Inc

~~Although the~~Management ~~Corporation~~Discussion ~~has~~and ~~taken steps to verify title to mineral properties in which~~Analysis itFor ~~has an interest, these procedures do not guarantee~~ the ~~Corporation's~~quarter ~~title. Such~~ended ~~properties~~March ~~may~~31, ~~be subject to prior undetected agreements or transfers and title may be affected by such defects.~~2005

~~Stock Based~~The ~~Compensation~~project comprises the main Lac Panache project area, and the smaller Brazil Lake, Little Panache and Norwest areas.

The ~~Corporation~~ ~~has~~properties ~~prospectively~~are ~~adopted~~situated ~~the~~south ~~amended~~of ~~requirements~~one of ~~CICA~~the ~~3870, Accounting~~world’s ~~for~~largest ~~Stock~~nickel ~~Based~~copper ~~Compensation~~PGM ~~and Other Stock Based Payments~~concentrations, in the ~~year~~ ~~ended~~Sudbury ~~December~~Igneous ~~31, 2004~~Complex. Three ~~These~~recent ~~amendments~~discoveries ~~require~~on anformer ~~expense~~INCO toproperties ~~be recognized~~ in ~~financial statements for all forms of employee stock-based compensation, including stock options. The income statement impact of stock options granted by~~ the ~~Corporation~~Sudbury ~~subsequent~~region tohave ~~the~~fuelled ~~adoption~~speculation ofthat ~~CICA 3870 on January 1, 2002 but prior to~~ the ~~adoption~~region ~~of the amendments to CICA 3870,~~ is ~~included~~ instill ~~pro-forma~~a ~~disclosure~~world inclass ~~Note~~mining ~~5 to these financial statements~~area. No compensation expense was recognised in 2004 or 2003 because no stock options were granted or vested in those years. Any consideration paid by employees on the exercise of stock options is credited to capital stock.

~~Loss per~~Previous ~~Common~~rock ~~Share~~chip sampling in the Lac Panache area has resulted in the collection of samples of sulphide-bearing gabbros, quartz-sulphide veins and massive sulphides with previously reported assays of 1.47% nickel, 6% copper, 1.1% cobalt, 8.0 g/t gold, 1.4g/t palladium and 0.9g/t platinum.

~~Loss per~~Recent ~~common~~sampling ~~share~~by isArgosy ~~calculated~~has ~~using~~returned ~~the~~anomalous ~~weighted~~grades ~~average number~~ of ~~common shares~~0.11% ~~issued~~cobalt and ~~outstanding~~0.37% ~~during~~nickel ~~each~~from ~~year.~~a ~~Basic~~2 ~~and~~to ~~diluted~~3 ~~loss~~metre ~~per~~thick ~~share are~~outcrop ~~the~~of ~~same,~~massive aspyrrhotite-pyrite. ~~the~~Outcropping ~~effect~~coarse gabbro with disseminated clots of ~~potential~~sulphide ~~issues~~to 1.5cm returned previously reported assays of ~~shares~~1.15 ~~under~~g/t ~~stock~~palladium, ~~option arrangements~~0.47 ~~would~~g/t beplatinum, ~~anti-dilutive~~0.25 g/t gold and 0.3% copper.

~~Foreign Currency~~The ~~Translation~~Brazil Lake area is host to pyrrhotite-cobaltite mineralization where grades of 9.16% cobalt and 3.56% nickel were recorded by the Ontario Geological Survey. At Norwest anomalous polymetallic grades have been encountered (0.21% cobalt, 0.87% nickel and 1.89% copper).

~~The Corporation’s~~Argosy ~~foreign~~has ~~subsidiaries~~entered ~~are~~into ~~integrated~~an ~~foreign~~agreement ~~operations~~whereby it can earn 100% of the project through staged cash payments totalling C$300,000 and completing staged work commitments over three years of C$455,000. On ~~Currency translations~~production, ~~into~~the ~~Canadian~~vendor ~~dollars~~will ~~are~~retain ~~made~~a as3% ~~follows:~~net smelter return (“NSR”). This NSR is subject to buy-back provisions of 1% for $1,000,000, a further 1% for $2,000,000 and the remaining 1% subject to first right of refusal.

~~(i)~~Gold, ~~monetary assets and liabilities at the rates of exchange prevailing at the balance sheet date;~~Mexico

~~(ii)~~During ~~non-monetary~~the ~~items~~quarter, atArgosy ~~rates~~personnel ~~prevailing~~again ~~when~~visited ~~they~~gold ~~are~~prospective ~~acquired;~~tenements in Mexico and signed off on a two month due diligence agreement over two blocks of claims. Argosy is conducting due diligence over a package of gold prospective tenements in the State of Sinaloa, Mexico. These tenements make up the Don Jorge Gold Project area.

~~(iii)~~The project area under investigation is an early stage exploration ~~costs~~project that has returned very encouraging gold and ~~administration~~silver ~~costs~~assays atfrom ~~average~~several ~~rates~~zones ~~for~~of ~~the~~mineralization ~~period~~located in a reconnaissance prospecting program in 2004. The area has no previous history of systematic exploration by modern professional standards.

~~Gains~~ Epithermal deposits have a wide distribution in Sinaloa State, and ~~losses~~it ~~arising~~is ona ~~currency~~prime ~~translation~~target ~~are~~for ~~included~~gold inexploration by several Canadian gold explorers including Meridian Gold and Nevada Pacific. Gold mineralization has been exploited historically since pre-European times but it was the ~~statement~~Spanish who initiated larger scale mining – the remains of ~~operations~~ which are the focus of much modern exploration.

~~Financial Instruments~~Argosy Minerals Inc

~~The fair~~Management ~~value~~Discussion ~~of cash~~ and ~~cash equivalents, accounts receivable and accounts~~Analysis ~~payable~~For ~~approximate their carrying amounts. The Corporation is not exposed to significant interest rate risk due to~~ the ~~short~~quarter ~~term~~ended ~~maturity~~March of31, ~~its monetary current assets and current liabilities.~~ 2005

~~Arbitration~~As part of the due diligence process, Argosy conducted reconnaissance chip sampling in areas of reported high grade gold mineralization. Mineralization is hosted by quartz stockwork veins and in locally sheared mafic intrusives. The high tellurium grades suggest that some of the gold may be tied up as gold tellurides.

~~Expenditures related~~The toinitial ~~the~~reconnaissance ~~arbitration~~samples ~~are~~collected ~~expensed~~by asArgosy were assayed by Acme Analytical Laboratories in Vancouver, Canada, and ~~when~~results ~~incurred~~are tabulated below. Assays ~~See~~range ~~Note 3(c)~~up to 129 g/t Au with visible gold apparent in the highest grade sample.

Income taxes

	Table 1:	Don Jorge Assay

	gold	gold	silver	tellurium
Sample	pp	oz/short ton	pp	pp
A3308	0.07	0.00	0.3	0.1
A3309	29.33	0.86	2.2	>100
A3310	31.48	0.92	3.1	14.9
A3311	0.74	0.02	0.6	2.2
A3312	21.10	0.62	2.1	11.2
A3313	40.85	1.19	4.3	>100
A3314	128.97	3.76	15.3	21.2
A3317	0.05	0.00	1.1	0.3

A3308	1.8m vertical chip-channel sample through subhorizontally sheared basic intrusive
A3309	Grab outcrop sample; green silicified intrusive with ~20% disseminated sulphides (arsenopyrite-pyrite)
A3310	Outcrop grab sample of red-brown limonite at base of small excavation
A3311	Outcrop grab sample of oxidised green intrusive with limonite and Mn oxides on fractures
A3312	Outcrop grab sample of quartz-limonite altered intrusive
A3313	Grab outcrop sample; green grey altered intrusive; ~3-5% disseminated pyrite + black sulphides
A3314	Quartz veined altered intrusive; 3-5%; small grain visible gold
A3315	Outcrop sample; amphibole-quartz-feldspar monzonite showing zeolite alteration

~~Income taxes~~During ~~are calculated using~~ the ~~liability~~due ~~method~~diligence ofperiod ~~accounting. Temporary differences arising from~~ the ~~difference~~claims ~~between~~will ~~the~~be ~~tax~~prospected ~~basis~~by means of ana ~~asset~~ridge ~~or liability~~ and ~~its~~spur ~~carrying~~rock ~~amount~~chip onsampling ~~the~~program ~~consolidated balance sheet are used to calculate future income tax assets or liabilities. Future income tax assets or liabilities are calculated using the tax rates anticipated to apply~~ in ~~the periods~~conjunction ~~that~~with ~~the~~reconnaissance ~~temporary~~scale ~~differences~~geological ~~are expected to reverse~~mapping. ~~Valuation allowances~~This ~~are~~program ~~established~~will ~~when~~help ~~necessary~~ to ~~reduce~~identify ~~future~~areas ~~income~~of ~~tax~~anomalous ~~assets arising~~mineralization ~~from~~for ~~loss~~later ~~carry-forwards~~trenching, tosampling ~~amounts~~and ~~expected to be realized~~drilling.

3Should a decision be made to exercise the option, exploration will be fast tracked in order to identify early drill targets. ~~Mineral~~ ~~Properties~~

a)Gold, ~~Burundi~~Nevada, ~~Nickel Project~~USA

~~During 1998,~~Argosy ~~Andover~~is ~~entered~~awaiting ~~into~~approval aon ~~Protocol~~drilling ~~agreement~~permits ~~with~~for ~~the~~its ~~Republic~~Gold ofCreek ~~Burundi acquiring~~Project ~~the~~near ~~exclusive rights to the Musongati nickel project. On February 11~~Elko, ~~1999,~~ ~~a Mining Convention setting out Andover's rights and obligations for the completion of a feasibility study on the Musongati nickel project was ratified by the Burundian Parliament~~Nevada. Once ~~The Mining Convention requires that Andover complete a feasibility study for~~ the ~~development~~Heritage ofResource aSurvey ~~nickel/cobalt processing facility by the end of 2001 or such later date as may be determined by extensions granted by the Minister of Mines. On April 19, 2000, Andover declared force majeure~~ and ~~curtailed~~Environmental ~~its~~reports ~~activities~~are inapproved ~~Burundi as~~ a ~~result~~drill ofprogram ~~the deterioration~~can inbe ~~security in the region~~undertaken. It ~~Pursuant~~is tolikely ~~the~~that ~~terms~~cold oftemperatures ~~the Mining Convention the declaration of force majeure may be in place for up to two years during which time Andover’s obligations are interrupted~~ and ~~the~~snow ~~completion~~cover ~~of the~~will ~~feasibility~~restrict ~~study~~any ~~delayed~~activities byat ~~the~~Gold ~~period~~Creek ofuntil ~~force~~late ~~majeure.~~Spring ~~Pursuant to the terms of the Mining Convention, Andover was required to post a performance bond of US$100,000~~2005.

~~On March~~Subsequent ~~28,~~to ~~2002~~ the ~~Corporation~~end ~~announced the withdrawal~~ of the ~~declaration of force majeure and planned to resume its exploration activities~~quarter, ~~however~~Argosy ~~security deteriorated~~has ~~ahead~~been ofinformed ~~the~~that ~~implementation~~despite ofpositive anrecommendations ~~agreed~~based ~~cease-fire~~on ~~between~~detailed ~~various political~~work ~~parties~~by ~~and~~ the ~~Corporation~~consulting ~~re-imposed the declaration of force majeure in August 2002. Following improved security conditions~~archaeologists, the ~~Corporation lifted~~final ~~force~~report ~~majeure~~requires insome ~~July~~further ~~2004~~amendments ~~and~~as ~~commenced~~instructed ~~planning~~by ~~of a drilling program at Musongati. However, following a massacre outside Bujumbura,~~ the ~~Corporation re-imposed~~United ~~force~~States ~~majeure~~Forestry ~~in August, 2004~~Services. ~~The Corporation is currently reassessing its continued involvement with the Burundi Nickel Project and at this time, no further activity is planned.~~

78Argosy Minerals Inc

~~At December~~Management ~~31,~~Discussion ~~2002,~~and ~~the Corporation wrote off its investment in the project of~~Analysis ~~$7,973,049,~~For ~~to recognize~~ the ~~reduction~~quarter inended ~~value~~March ~~due~~31, ~~to the ongoing political instability in the country and the failure of nickel laterite projects around the world.~~ 2005

~~The term~~Investigation of ~~the~~New ~~performance bond provided by the Corporation expired during 2002. A new performance bond will be required should the Corporation lift force majeure and re-commence activity in Burundi.~~Opportunities

b)In ~~Slovak~~addition ~~Gold~~to ~~Property~~the Lac Panache and Mexican opportunities, the following new opportunities were reviewed:

In July 2003 the Corporation sold its Slovak subsidiary, the owner of the Slovak Gold Property for $500,000. During the year ended December 31, 2001, the Corporation wrote down its investment in the project by $7,533,332 to recognize the difficulty in being able to sell the project or introduce a joint venture partner. The sale of the project gave rise to a gain on disposal of $125,500. (i)

c)data ~~New~~reviews ~~Caledonia~~were ~~Nickel~~carried ~~Project~~out on several gold-silver ~~Joint~~properties ~~Venture~~in ~~Arrangement~~Nevada. A decision was made to not proceed; and ~~Arbitration~~

~~On July 25, 2001, the Corporation announced JSC "MMC Norilsk Nickel"~~ (~~“Norilsk”~~ii) had taken the positive decision to proceed with the Nakety/Bogota Project in New Caledonia by completing a feasibility study leading to the joint development with the Corporation and Societe des Mines de la Tontouta (“SMT”) of the project. The Tripartite Agreement( the “Agreement”) between the Norilsk subsidiary, NN Invest Holdings SA (“NNIH”), SMT and the Corporation’s subsidiary Balzan was signed on October 16, 2001. Under the terms of the Agreement, NNIH reimbursed the Corporation 45% of its costs incurred, amounting to US$7,166,000 (C$11,307,948) which was applied to reduce the carrying value of the project. Thereafter, NNIH had the ability to earn a 45% stake in the project by completing a feasibility study to international standards over two years.

~~On August 5, 2002,~~ the Corporation ~~received~~investigated aan ~~notice~~opportunity ofto ~~termination~~acquire ~~from~~a ~~NNIH terminating~~nickel ~~the~~sulphide ~~Agreement~~exploration ~~and~~project ~~its involvement~~ in ~~the New Caledonia Nickel Project~~Zambia. The Ondecision ~~September~~not ~~13,~~to ~~2002,~~proceed ~~the~~was ~~Corporation~~taken ~~and~~after ~~its~~limited ~~subsidiary~~due ~~Balzan received~~diligence ataking ~~request~~into ~~for~~account ~~arbitration by NNIH from~~ the ~~International~~expenditure ~~Court~~commitments ~~of Arbitration of the International Chamber of Commerce (“IC”). The request~~ for ~~arbitration~~ ~~sought~~what towas ~~recover~~considered ~~US$7,166,000~~a ~~paid to Balzan plus an additional US$1~~remote,~~368,222~~ ~~expended~~greenfields onexploration ~~the project~~opportunity.

~~The termination notice effectively terminated the Agreement and the Corporation wrote off its remaining investment of $2~~Musongati,~~539,625~~ in the project. Following a meeting between the Corporation and NNIH in November 2004, the arbitration was settled. The terms of the settlement agreement are bound by a confidentiality agreement signed between the parties, however, each party remains responsible for its costs incurred in the arbitration process and neither party has any future claim outstanding against the other regarding this matter. The Corporation does not anticipate that it will incur any further costs related to this matter. Burundi

4. Argosy has maintained its Musongati Project ~~Assessment~~during ~~Expenditures~~a tumultuous period in Burundi’s history and the project remains under force majeure. As part of its revised corporate strategy Argosy is reviewing its involvement in the project.

a)Argosy ~~Albetros~~has ~~Diamond~~previously ~~Project~~held discussions regarding advancing this project should the political environment settle down from its current state. With the current level of metal prices the Musongati nickel laterite has attracted some recent interest from companies.

~~The Albetros~~Diamonds, ~~Project is an alluvial diamond project situated on the west coast of~~ South Africa near Kleinsee. The Corporation holds its interest in the Albetros Project through an option agreement to purchase up to 85% of the shares of Albetros Inland Diamond Exploration Pty Ltd (“Albetros”) the owner of the Project.

During the quarter, Argosy announced its termination of the agreement with Albetros Inland Diamond Exploration Pty Ltd over its alluvial diamond project in Namaqualand, South Africa. The ~~Option~~ ~~Agreement~~reason ~~provides~~for this decision stems from the inability to have the exploration permit renewed by the South African Department of Minerals and Energy, despite waiting over 15 months for: an approval for the permit. In the interim there was also the introduction of a change in the requirement pertaining to black economic empowerment (“BEE”) participation which was increased to 51%, a level that was not envisaged in Argosy’s original agreement with its BEE partner. Recent comments from South Africa have indicated rising disquiet with the application process with over 3000 licence applications currently outstanding.

a) an option exercise date of August 31, 2004. *Corporate

b)For ~~monthly~~some ~~option~~time ~~fees~~now ~~totalling~~Argosy ~~R4,050,000~~has ~~($799~~been investigating corporate compliance costs in the different jurisdictions in which it operates. As the majority of its shareholders are Australian based and its shares are listed on the Australian Stock Exchange,~~000)~~ ~~payable~~Argosy aswould ~~follows:~~benefit from a change in the Corporation’s domicile from Canada. This will serve to reduce the rising administration costs of compliance which are becoming increasingly onerous.

~~- 2003~~The -directors R2of Argosy resolved that the Corporation will,~~400,000~~ ~~($469~~subject to shareholder’s approval,~~000)~~ -change ~~paid~~its domicile from Canada to Australia. Details of the proposed resolution will be included in the Information Circular and voting forms will accompany the Annual Report.

~~- 2004~~As -a ~~R1,650,000~~consequence ~~($344~~there will be a staged reduction in the Canadian corporate activities,~~000)~~ -including ofclosing ~~which~~the ~~R550~~Canadian office after a transition period. Mr Cecil Bond,~~000~~ has ~~been~~stepped ~~paid~~down as CEO. However, Mr Bond will remain as a director and Corporate Secretary.

c)In athe ~~purchase~~interim, ~~price~~Argosy’s ~~of R17~~Chairman,~~000,000~~ ~~($3,609,000)~~Mr ~~less~~Peter ~~all~~Lloyd ~~option~~will ~~fees~~assume ~~paid at~~ the ~~date~~role of ~~exercise~~President of ~~the option~~Argosy. Should the Corporation exercise its option to acquire Albetros the purchase price of R17,000,000 less option fees totalling R4,050,000 (R2,950,000 has been paid to date) will be paid in two payments as follows:

~~- R7,000,000~~Argosy ~~($1,486,000)~~Minerals on August 31, 2004. *Inc

-Management Discussion and Analysis ~~R5,950,000~~For ~~($1,263,000)~~the onquarter ~~December~~ended 1March 31, 2004. *2005

~~An application~~Other ~~for~~changes ato ~~new prospecting permit (“Permit”) was submitted in January, 2004 as~~ the ~~expiry~~board ~~date~~will ofeventuate ~~the~~during ~~Permit was March 15, 2004. However with~~ the ~~new Minerals~~transition ~~and~~period ~~Energy Act in South Africa coming into force in May 2004, processing of the application has been delayed~~ and ~~the~~these ~~new~~will ~~Permit has not yet been issued. Consequently, no work can~~ be ~~conducted~~linked onto ~~the~~Argosy’s ~~Project~~revised atcorporate ~~this time~~strategy.

*Pursuant to the agreement with the shareholders of Albetros, the Corporation had until August 31, 2004 (the option exercise date) to fully evaluate the Project. As a new Permit has not yet been issued, the Corporation ceased its obligation to make option payments subsequent to March 2004 and advised the shareholders of Albetros that all payment obligations will be extended by the number of days that Albetros does not hold a valid Permit. Outlook

~~The Corporation~~Existing ~~can withdraw from the option agreement to acquire Albetros at any time.~~ Projects

~~If the~~Argosy ~~Corporation~~expects ~~exercises~~to ~~its~~advance ~~option~~the torecently ~~acquire~~acquired ~~85%~~Lac ofPanache ~~Albetros~~Project in Ontario, itCanada ~~has~~by ~~agreed to~~identifying ~~sell~~potential adrill 5targets.5% Currently ~~interest~~the inCorporation ~~Albetros~~is reviewing data relating to ~~Umnotho~~the ~~weSizwe~~Project ~~Diamond~~in ~~Company~~order ~~Pty~~to ~~Ltd. (“Umnotho”),~~plan its ~~Black~~exploration ~~Economic~~program, ~~Empowerment~~which ~~partner~~it inexpects ~~South~~to ~~Africa~~commence during May. In addition, ~~for~~due adiligence ~~cash consideration~~continues ofover ~~R1,100,000~~the ~~($233,000),~~Don ~~which~~Jorge ~~would~~project ~~result~~area in Mexico. Should the ~~Corporation retaining~~results aprove ~~79.5%~~positive, ~~interest~~Argosy inwill ~~Albetros~~enter ~~should~~into option agreements over the ~~Corporation~~project ~~exercise~~areas. Argosy is still awaiting approval for its ~~option~~ todrilling ~~acquire~~permit ~~Albetros. In addition~~at Gold Creek, ~~Umnotho~~however ~~will~~it ~~refund~~was advised recently that despite positive recommendations, the ~~Corporation~~report arequires ~~pro~~further ~~rata~~amendments ~~portion~~as ofinstructed by the ~~expenditures~~ ~~incurred~~US inForest ~~assessing~~Service ~~the~~delaying ~~Albetros~~any ~~Project~~planned drilling program.

79New Projects

~~In January~~The ~~2004,~~Corporation ~~the~~continues ~~owners~~to ofseek ~~Albetros~~additional ~~transferred~~projects ~~14%~~through ofwhich ~~the~~shareholder ~~shares~~value ofmay ~~Albetros to~~be ~~the~~enhanced ~~Corporation~~and ~~for~~has ~~options~~focused ~~fees~~on ~~paid~~diamonds toand ~~that~~precious ~~time~~metals ofas ~~R2,700,000 ($538,000)~~targets. The Corporation ~~has~~is ~~not~~investigating ~~attributed~~suitable ~~any~~projects ~~value~~on toa ~~these~~global ~~shares,~~basis ~~since~~and ~~no decision~~ has been ~~made~~active toin ~~proceed~~examining ~~with~~precious metal opportunities in the ~~Project~~Pacific region. In the event that activities on the projects are greatly increased or if substantial new opportunities are pursued, the Corporation will require additional funds from the sale of equity or the sale of some or all of its projects.

~~In addition,~~Forward ~~recent~~Looking announcements regarding Black Economic Entity (“BEE”) participation in new prospecting permits over state owned minerals have indicated a requirement for increased BEE participation of 51% from previous requirements of an initial 15% interest rising to a required 26% interest over a number of years. The Corporation is currently evaluating the impact of these new requirements on its continued participation in the Project. Statements

b)This ~~Nevada~~MD&A ~~Gold~~contains ~~Project~~forward looking statements and information. Such forward looking statements are based on the Corporation’s plans and expectations and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any performance or achievement expressed or implied by such forward looking statement. See Risk Factors below.

~~The Nevada~~Risk Gold Project is situated within the southern boundary area of the Humboldt - Toiyabe National Forest, in Northern Elko County, Nevada and comprises 70 unpatented lode mining claims and 2 unpatented claims covering water rights. Factors

The ~~Corporation~~ ~~holds~~exploration ~~the~~and ~~Nevada~~development ~~Gold~~of ~~Project~~mineral ~~under~~deposits 2involves ~~option~~significant ~~agreements.~~financial ~~The option agreement dated November 17, 2003 over the Gold Creek property covers 37 unpatented mining claims and 2 claims covering water rights~~risks. The ~~agreement~~success ~~is for 3 years and has an annual option payment~~ of ~~US$20,000 and a purchase price of US$1,250,000 for 100% of~~ the ~~claims. During May 2004 the~~ Corporation ~~entered into~~will anbe ~~option~~influenced ~~agreement~~by ~~over~~a ~~the~~number ~~adjoining~~of 33factors ~~unpatented~~including ~~claims.~~financing, ~~The~~exploration ~~agreement is for 3 years~~ and ~~has~~extraction anrisks, ~~annual~~political ~~option~~uncertainty ~~payment of US$20,000~~ and aregulatory ~~purchase price of US$1~~issues,~~500,000~~ ~~for~~environmental ~~100%~~and ofother ~~the claims~~regulations.

c)In ~~Project~~addition, ~~Assessment~~the ~~Expenditures~~Corporation will periodically have to raise additional funds to continue operations from the sale of equity or the sale of some or all of its projects and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future.

~~Details of~~Additional ~~Project~~risk ~~Assessment~~factors ~~Expenditures~~relating ~~during~~to the ~~years~~Corporation’s ~~ended~~activities ~~December~~are ~~31,~~discussed ~~2004~~in detail in its Annual Information and ~~2003~~ ~~are~~20F asfilings. These ~~follows:~~filings may be reviewed at www.sedar.com.

Albetros Diamond Project	2004			2003
Geological Consulting, Supervision and Legal	$	44,565		$	218,115
Drilling		80,207			486,693
Gravel Processing and Sorting		57,020			147,866
Travel and Accommodation		55,220			129,608
Option Fees		117,158			469,000
Rehabilitation		30,934			-
		385,104			1,451,282
Nevada Gold Project
Geological Consulting, Supervision and Legal		81,995			-
Assessment and Data		8,894			-
Option Fees		59,317			-
Claim Fees		12,904			-
Travel and Accommodation		53,135			-
		216,245			-
Other Projects
Legal, Consulting		40,331			142,216
Data Acquisition		-			74,463
Travel, Accommodation and other		62,367			53,402
Expenses Recovered		(116,804	)		-
		(14,106	)		270,081
Total	$	587,243		$	1,721,363

Argosy Minerals Inc

5.Management Discussion and Analysis ~~Capital~~For ~~Stock~~the quarter ended March 31, 2005

a)Overall ~~Authorised Capital Stock~~Performance

~~The Corporation~~March is31, ~~authorised~~2005 toand ~~issue~~March an31, ~~unlimited number of common shares without par value.~~2004

bThe Corporation incurred a loss of $315,647 for the quarter ended March 31, 2005 compared to a loss of $844,375 for the quarter ended March 31, 2004. The decreased loss of $528,728 is mostly attributable to the decrease in management & consulting fees of $450,681, a decrease in project assessment of $213,270 and the absence of arbitration costs of $78,575. The decrease in management & consulting costs over 2004 is mainly due to the termination payment to Peninsular Services Pty Ltd (“Peninsular”) ~~Issued~~of $441,814 on the termination of Peninsular’s management contract, paid in 2004. Following the termination of Peninsular’s Management Contract, Mr. Lloyd has continued to provide services to the Corporation on a full time basis, amongst other things in 2004, dealing with the arbitration initiated by NNIH and in 2005 the corporate restructuring discussed in “Description of Business”, without payment, except for fees paid to non-executive directors. Fees paid to each non-executive director do not exceed $25,000 per annum. The arbitration between the Corporation and NN Invest Holdings SA was settled in November 2004. Consequently no further costs associated with the arbitration are expected.

	Number of
	Shares		Amount
Total Issued - December 31, 2004 and 2003		95,969,105	$	44,075,384

Exploration expenditures decreased from 2004 due to the Corporation finishing its exploration program at the Albetros Diamond Project during the 1^st quarter of 2004 and no significant exploration being conducted in the 1^st quarter of 2005.

80Interest income of $25,706 for the quarter ended March 31, 2005, decreased from $89,737 for the quarter ended March 31, 2004 as a result of decreasing cash balances and lower interest rates paid on balances held in Canadian dollars.

~~Stock Options~~During the quarter ended March 31, 2005 cash required for operating activities amounted to $110,965 compared to $934,071 for the quarter ended March 31, 2004. The decrease in cash required for operations resulted mainly from decreased management fees, project assessment expenditures and no arbitration expenses while accounts payable increased by approximately $57,000 in the 2005 quarter compared to a decline of approximately $52,000 in the 2004 quarter.

~~The Corporation~~Results ~~grants stock options to employees as determined by the Corporation's Board~~ of ~~Directors. Stock options granted to the directors of the Corporation are granted subject to approval of the Corporation's shareholders.~~Operations

~~No stock~~Project ~~options~~Assessment ~~were granted during the years ended~~ December 31, 2004 ~~and~~through ~~2003. Information relating~~ to ~~compensation~~March ~~expense for the year ended December~~ 31, ~~2002~~ ~~of options granted to employees and directors, using the fair value method, pursuant to the adoption of CICA 3870 Accounting for Stock Based Compensation is disclosed as pro-forma information.~~ 2005

~~The assumptions~~Project ~~stated~~assessment ~~below~~expenditures ~~result~~for inthe anquarter ~~estimated~~ended ~~fair~~March ~~value~~31, of2005 increased by approximately $38,000 compared to the quarter ended December 31, 2004. This was due to the minimal activity during the quarter ended December 31, 2004 as the Corporation~~’s stock~~ ~~options~~focussed ~~granted~~its inattention ~~2002~~on ofsettling ~~$0.20~~the ~~per~~arbitration ~~stock~~and ~~option.~~reviewing ~~This~~data ~~results~~submitted infor ~~a pro-forma~~new ~~compensation~~projects ~~expense~~and the reduction of ~~$835,000,~~previously ~~which~~accrued ~~would~~expenses ~~increase~~that were settled in the ~~Corporation’s~~ ~~loss~~final ~~per~~quarter ~~share~~of as2004 ~~indicated~~for ~~below:~~lower amounts.

		December 31, 2002
Loss for the Year	As reported	$	11,079,339
	Pro forma	$	11,914,339
Basic and Diluted Loss per Common Share	As reported	$	0.12
	Pro forma	$	0.12

First Quarter 2005 to Fourth Quarter 2004

The ~~fair~~ ~~value~~Corporation incurred a loss of ~~stock~~$315,647 ~~options~~for ~~used~~the quarter ended March 31, 2005 compared to ~~calculate~~a ~~compensation~~loss ~~expense~~of is$298,355 ~~estimated using~~for the ~~Black-Scholes~~quarter ~~Option~~ended ~~Pricing~~December ~~Model~~31, ~~with~~2004. The increased loss of $17,292 is attributable mainly to the ~~following assumptions:~~increased management & consulting fees, project assessment and legal fees, offset by decreased accounting, audit and arbitration costs and a small foreign exchange loss of $326 compared to a foreign exchange gain of $69,552. Management and consulting fees

Risk-free interest rate	4%
Expected Dividend yield	0%
Expected Stock price volatility	75%
Expected Option life in years	4

Argosy Minerals Inc

~~Option pricing~~Management ~~models~~Discussion such as the Black-Scholes Model require the input of highly subjective assumptions including expected stock price volatility. Differences in input assumptions can materially affect the fair value estimate and ~~therefore~~Analysis ~~the~~For ~~existing models do not necessarily provide a reliable single measure of~~ the ~~fair~~ ~~value~~quarter ofended ~~the~~March ~~Corporation’s~~31, ~~stock options.~~ 2005

~~The status~~increased ofalong ~~stock~~with ~~options~~legal ~~granted~~fees due to ~~employees~~corporate restructuring initiatives noted previously and ~~directors~~expenditures asrelated atto current projects. Arbitration expenditures ceased in December ~~31,~~ 2004 ~~and~~due ~~2003~~to the settlement of the arbitration proceedings, while accounting and audit expenditures in the ~~changes~~December ~~during~~2004 quarter are higher due to the ~~years~~provision ~~ended~~for onthe ~~those~~annual ~~dates~~audit. Foreign isexchange ~~presented below:~~gains or losses have decreased due to the Corporation converting most of its cash holdings to Canadian dollars in December 2004.

				December 31, 2004					December 31, 2003
				Weighted					Weighted
	Shares			Average Exercise Price		Shares			Average Exercise Price
Options outstanding
- Beginning of Year		3,075,000		$	0.34		4,790,000		$	0.44
Cancelled/Expired		(350,000	)	$	0.34		(1,715,000	)	$	0.68
Options outstanding and exercisable
- End of Year		2,725,000		$	0.33		3,075,000		$	0.34

During the quarter ended March 31, 2005 cash required for operating activities amounted to $110,965 compared to $832,367 for the quarter ended December 31, 2004 a decrease of approximately $721,000. The decrease in cash required for operations resulted mainly from changes to non-cash working capital, which decreased by approximately $537,000 in 2004 compared to an increase of approximately $200,000 in 2005. Accounts payable and accrued liabilities increased in the first quarter of 2005 compared to a decrease in the previous quarter for a net change of $481,791 and a decrease in accounts receivable compared to an increase in the previous quarter for a net change of $256,667. The changes in accounts receivable are mainly due to the refund of approximately $132,000 as a refund of costs from the International Court of Arbitration received after December 31, 2004. The decrease in accounts payable in the December 2004 quarter resulted mainly from the payment of accrued arbitration expenditures incurred in the period ended September 30, 2004.

~~All options~~Summary ~~outstanding at December 31, 2004 have an exercise price~~ of ~~Australian $0.35~~Quarterly ~~(C$0.33). The weighted average remaining contractual life of these options is 1.4 years.~~ Results

c) Escrow Shares



Year	2005		2004				2003
3 months ended	Mar 31	Dec 31	Sept 30	June 30	Mar 31	Dec 31	Sept 30	June 30
Interest income	26	25	21	79	90	80	86	104
Other	-	-	-	-	-	114	-	125
Foreign exchange gain/(loss)	(1)	70	(86)	(438)	198	426	86	181
Total income	25	95	(65)	(359)	288	620	172	410
Administration expenditures	(313)	(404)	(822)	(404)	(890)	(416)	(360)	(735)
Project assessment, net of recoveries	(28)	11	(119)	(237)	(242)	(720)	(302)	(454)
Write off of mineral properties and deferred costs and other	-	-	-	-	-	-	-	(120)
Loss	(316)	(298)	(1,006)	(1,000)	(844)	(516)	(490)	(899)
Basic and diluted loss per common share in dollars/share	(.003)	(.003)	(.010)	(.010)	(.009)	(.005)	(.005)	(.009)
Weighted Average Number of Common Shares (000’s)	<-------------------------------------------------------95,969------------------------------------------------->

~~At December~~The ~~31,~~fluctuation ~~2004~~in aincome ~~total~~over ofthe ~~905,032~~past ~~(2003:~~eight ~~1,810,061)~~quarters ~~common~~is ~~shares~~mainly due to foreign exchange gains and losses due to the changing rate of exchange between the Australian and Canadian dollar and the Corporation ~~were~~holding ~~subject~~a substantial portion of its cash balances in Australian dollars until late December 2004 when it converted its cash holdings to ~~escrow~~Canadian ~~and~~dollars. The majority of the Corporations cash balances are ~~eligible~~now ~~for~~held ~~release~~in Canadian dollars which has led to the minimal exchange loss recognized in the quarter ended March 31, 2005.

~~6. Related~~Project ~~Party~~assessment ~~Transactions~~expenditures increased in the quarter ended March 31, 2005 as the Corporation pursued new opportunities in Canada and Mexico, while expenditures declined over

~~During the~~Argosy ~~year~~Minerals ended December 31, 2004: $748,593 (2003: $461,623, 2002: $482,389) was paid to five directors of the Corporation, or to companies controlled by them, for director’s fees, management consulting services and project management and assessment services. The expenditures of $748,593 included a termination payment of $441,814 paid to Peninsular Services Pty Ltd. (“Peninsular”), a company controlled by Mr. Lloyd, a director and Chairman of the Corporation, on the termination of Peninsular’s Management Contract. Inc

~~Following the termination of Peninsular’s~~ Management ~~Contract,~~Discussion ~~Mr.~~and ~~Lloyd has continued to~~Analysis ~~provide~~For ~~services to~~ the ~~Corporation~~quarter onended aMarch ~~full time basis~~31, dealing amongst other things with the arbitration initiated by NNIH, without payment, except for fees paid to non-executive directors. Fees paid to each non-executive director does not exceed $25,000 per annum. 2005

~~In addition~~each ~~$117,700~~quarter ~~(2003:~~up ~~$414,181,~~to ~~2002:~~December ~~$445~~31,~~750)~~ ~~was~~2004 ~~paid~~reflecting toa ~~two~~recovery ~~companies, $32,236~~of toexpenditure anin ~~Australian~~the ~~company~~quarter ~~and~~ended ~~$85~~December 31,~~464~~ to2004 adue ~~Canadian~~to ~~company,~~the ~~each controlled~~Corporation bycompleting aits ~~director~~exploration ofprogram at the ~~Corporation~~Albetros ~~for~~Project during the ~~provision~~2nd ofquarter ~~office facilities~~ and ~~personnel~~no insubstantial ~~Australia~~new ~~and~~exploration ~~Canada~~program ~~respectively~~being commenced. The ~~These~~recovery ~~services are~~in ~~provided~~the atDecember ~~cost.~~quarter ~~Subsequent~~reflects tothe ~~February~~lower ~~2004,~~level ~~personnel~~of inassessment ~~Australia~~expenditures ~~are employed~~together ~~directly~~with bythe reduction on the ~~Corporation.~~settlement of final amounts payable for activities conducted in prior periods.

81The quarter ended September 30, 2004 includes arbitration expenditures of $557,860, a significant increase compared to previous quarters, resulting in a greater loss than in the most recent quarters.

~~At December~~During 31the quarter ended June 30, 2004, ~~management~~the ~~and~~loss ~~consulting~~increased ~~expenses~~significantly, ~~payable~~mainly ~~amounted~~due to ~~$NIL (2003:~~the foreign exchange loss of $~~NIL)~~437,461 ~~and~~incurred ~~are~~due ~~included~~to inthe ~~accounts~~declining ~~payable~~value ~~and~~of ~~accrued liabilities~~the Australian dollar.

7During the quarter ended March 31, 2004 administrative expenses increased significantly compared to previous quarters, mainly due to an increase in management fees. ~~Income~~ The ~~Taxes~~increase in management fees resulted from a payout of $441,814 on the termination of the management contract with Peninsular Services Pty Ltd.

~~A potential~~Administration ~~future~~expenditures ~~income~~in ~~tax~~the ~~asset~~quarter ofended ~~approximately~~June $330,~~081~~ 2003 increased substantially,~~000~~ ~~arises~~mainly ~~from~~due ~~the following~~to ~~loss~~arbitration ~~carry~~costs ~~forwards~~of ~~(for~~$258,247. The ~~Canadian~~write ~~Tax~~down ~~purposes):~~of marketable securities to fair market value added $100,203 to the loss for the quarter.

a) Non capital loss carry forwards	$	7,302,000
b) Other deductible tax pools	$	1,348,000
	$	8,650,000

Project assessment expenditures increased during 2003 as a result of the assessment of the Ukrainian gold deposits and the evaluation of the Albetros Project.

In ~~addition~~ the quarter ended December 31, 2003 the Corporation ~~has~~realized ~~capital~~a ~~losses~~gain on the disposal of ~~approximately~~ marketable securities of $2114,751 after having written down the value of those securities to fair market value by $100,203 in the quarter ended June 30,~~000~~ 2003, for a gain of $14,548 in the year. The disposal of the Kremnica Gold Project resulted in a gain on disposal of $125,500 in the quarter ended June 30, 2003.

~~The non-capital~~Liquidity ~~loss carry forwards can be offset against income for Canadian purposes in future years~~ and ~~expire~~Capital ~~as follows:~~ Resources

2005		107,000
2006		888,000
2007		1,576,000
2008		-
2009		1,506,000
2010		1,503,000
2011		1,722,000
Total	$	7,302,000

The Corporation's cash deposits at March 31 2005 totaled $4,504,902 compared to$4,616,407 at December 31, 2004. The Corporation continues to utilize its cash resources to fund the project assessment activities and administrative requirements. Aside from such cash the Corporation has no material unused sources of liquid assets. As the Corporation does not have a source of income, cash balances will continue to decline as the Corporation utilizes these funds to conduct its operations.

The Corporation ~~has~~does ~~reduced~~not ~~the~~have ~~value~~any ofloans ~~the~~or ~~potential~~bank ~~future~~debt ~~income~~and ~~tax~~there ~~asset~~are ~~to $Nil~~no ~~through~~restrictions ~~the~~on ~~application of a valuation allowance of $3,081,000 as~~ the ~~Corporation~~ ~~does~~use ~~not have any current source~~ of ~~income~~its tocash ~~which the tax losses can be applied~~resources.

~~The~~ In 2001, the Corporation’s ~~statutory~~received ~~tax~~approximately ~~rate~~$11,300,000 offrom ~~35.62%~~NNIH ~~(2003~~for re-35imbursement of a portion of expenditure incurred on the New Caledonia Nickel Project.~~62%)~~ The Corporation has ~~been~~utilized ~~reduced~~these funds to ~~an effective~~conduct ~~rate~~its ofoperations ~~nil%~~from ~~(2003~~2001 -to ~~nil%)~~date. With ~~due~~cash tobalances ~~losses~~of ~~for~~approximately ~~which~~$4.5 nomillion ~~tax~~and ~~benefit~~current ~~has been~~planned ~~recognized~~expenditures of approximately $1.5 million, the

~~8. Segmented~~Argosy ~~Information~~Minerals Inc

	2004
	Canada		Australia		UK		Total
Current Assets	$	69,699	$	40,325	$	4,673,343	$	4,783,367
Property, Plant & Equipment		5,148		24,412		-		29,560
	$	74,847	$	64,737	$	4,673,343	$	4,812,927
						2003
Canada				Australia		UK		Total
Current Assets	$	291,931	$	576,046	$	7,353,961	$	8,221,938
Property, Plant & Equipment		7,209		32,204		-		39,413
	$	299,140	$	608,250	$	7,353,961	$	8,261,351

Management Discussion and Analysis For the quarter ended March 31, 2005

~~The~~ Corporation’s ~~sole~~has ~~operating~~sufficient ~~segment~~cash isresources for the ~~exploration~~next ~~for~~12 ~~mineral resources~~months. Should the Corporation acquire new projects, increase its expenditure on existing projects or exercise its options to acquire projects currently under option it will be required to raise additional financing.

9. Commitments and Property Option Payments

(a) The Corporation has entered into leases, expiring June 30, 2005, for office premises which require rental payments of approximately $4,000 per month.

	2005	2006	2007	2008	Total
Office rent – Australia	$ 24,000	-	-	-	$ 24,000
Property Payments – Nevada, HTMC	$ 25,000	$ 25,000	-	-	$ 50,000 ^1,2
Property Payments – Nevada, Diamond Jim	$ 25,000	$ 25,000	-	-	$ 50,000 ^1,3
Property Payments – Lac Panache	$ 40,000	$ 80,000	$ 120,000	$ 60,000	$ 300,000 ^4,5
Property Expenditure Commitments	$ 65,000	$ 130,000	$ 260,000	-	$ 455,000 ⁴
					$ 879,000

~~(b) The Corporation has provided a guarantee to Albetros in the amount of R100,000 ($21,000) for any environmental rehabilitation which may be required on the Albetros Diamond Project~~1. ~~See Note 4.~~

82These agreements are able to be terminated without penalty at the option of the Corporation.

102. ~~Differences between Canadian and US Generally Accepted Accounting Principles ("GAAP”)~~

~~The Corporation’s~~Option ~~consolidated~~payments ~~financial~~total ~~statements~~US$20,000/year ~~have~~for ~~been~~3 ~~prepared~~years ~~in accordance with generally accepted accounting principles in Canada. The material measurement differences between GAAP in Canada~~ and the ~~United~~purchase ~~States~~consideration ~~that~~for ~~would have~~the ~~had~~mining anclaims ~~effect~~at onthe ~~these~~end ~~financial~~of ~~statements~~the ~~are~~option asperiod ~~follows:~~is US$1,250,000.

~~Statements of Operations and Deficit~~3.

	2004			2003			2002
Loss for the Year - under Canadian GAAP	$	3,148,252		$	2,493,133		$	11,079,339
Exploration Expenditures and write-downs
- net of recoveries		-			(90,512	)		(592,570	)
Loss for the Year - under US GAAP	$	3,148,252		$	2,402,621		$	10,486,769
Basic & diluted loss per common share
- under US GAAP	$	(0.03	)	$	(0.03	)	$	(0.11	)
Deficit - under US GAAP - Beginning of Year	$	36,265,206		$	33,862,585		$	23,375,816
Loss - under US GAAP		3,148,252			2,402,621			10,486,769
Deficit - under US GAAP - End of Year	$	39,413,458		$	36,265,206		$	33,862,585

Option payments total US$20,000/year for 3 years and the purchase consideration for the mining claims at the end of the option period is US$1,500,000.

~~Project Assessment Expenditures (Exploration Expenses)~~4.

~~For US~~The ~~GAAP purposes the~~ Corporation ~~expenses~~may ~~exploration~~withdraw ~~expenses~~from ~~when~~this ~~incurred. When~~agreement ~~proven~~after ~~and~~completion ~~probable reserves are determined for a property, subsequent development costs~~ of ~~the~~1 ~~property~~year ~~will be capitalized. The capitalized costs~~ of ~~such~~ ~~properties will then be measured, on a periodic basis for recoverability of carrying values~~exploration. ~~Acquisition costs of mineral properties are capitalized for US GAAP purposes.~~

~~Stock Based Compensation~~5.

~~For US GAAP purposes~~$20,000 ~~the Corporation~~ has ~~prospectively~~already ~~adopted~~been ~~the fair value based method of accounting for stock based compensation in accordance with FASB 123(R)~~paid. ~~As no stock options were granted in fiscal 2004, there is no impact on the Corporation's loss for the year or balance sheet at December 31, 2004 under US GAAP.~~

Related Party Transactions

The Corporation paid $54,133 for management fees and $22,396 for personnel and office facilities to two companies, each controlled by a director of the Corporation. Directors’ fees totaling $18,750 were paid to 3 directors of the Corporation. Payments for management fees, staff and office costs and directors’ fees were $54,133, $22,396, and $18,750 respectively, for a total payment of $95,279 in the Quarter ended March 31, 2005, compared to $586,883 for the quarter ended March 31, 2004, comprised of management fees of $507,236, staff and office costs of $53,769, directors’ fees of $12,500, and accounting services of 13,378. There has been no increase in rates paid for management fees, however, since the termination of the Management Contract with Peninsular Services Pty Ltd, Australian office staff are paid directly by the Corporation, therefore reducing the related party management fees and staff and office costs paid.

Proposed Transactions

The Corporation is currently evaluating new opportunities. Should it enter into agreements over any of these opportunities it may be required to make cash payments and complete work expenditure commitments.

Critical Accounting Estimates

The detailed accounting policies are discussed in the Corporation’s annual financial statements, however, the following accounting policies require the application of management’s judgment:

Mineral property valuations – Management uses its best estimate for recording any mineral property value based on the results of any exploration conducted, prevailing market conditions, similar transactions and factors such as stability of the country in which the asset may be located.

Argosy Minerals Inc

Management Discussion and Analysis For the quarter ended March 31, 2005

Contingent Liabilities – Management evaluates any claims against the Corporation and provides for those claims, where necessary, based on information available to it, including in some instances, legal advice.

Changes in Accounting Policies

There have been no changes in accounting policies during the quarter ended March 31, 2005.

Financial Instruments and Other Instruments

The Corporation holds certain cash balances in Australian and US dollars, which are subject to exchange rate fluctuations and could give rise to exchange losses.

Other

Capitalization

The Corporation had 95,969,105 shares outstanding at April 29, 2005. In addition, the Corporation has 2,725,000 options outstanding and exercisable at A $0.35 per share. These options expire on May 26, 2006.

Management’s Responsibility and Oversight

The disclosures and information contained in this MD&A have been prepared by the management of the Corporation. Management has implemented and maintained a system of controls and procedures to ensure the timeliness and accuracy of information disclosed in the MD&A.

The Corporation’s audit committee and Board of Directors review the disclosures made in the MD&A to ensure the integrity thereof.

List of Directors and Officers at Signature and Filing Date

*Peter H. Lloyd	President and Chairman
Cecil R. Bond	Corporate Secretary and Director
Marcus N. Foster	CFO and Director
*John Nicholls	Non-executive Director
*John Maloney	Non-executive Director

*Denotes member of audit committee.

Additional information regarding the Corporation is available from its materials filed on Sedar at www.sedar.com.

Certification of Interim Filings

I, Peter H. Lloyd, Director, Chief Executive Officer and President of Argosy Minerals Inc (the “Issuer”), certify that:

I have reviewed the interim filings (as that term is defined in Multilateral Instrument 52-109 Certification of Issuers’ Annual and Interim Filings) of the Issuer for the interim period ended March 31, 2005;

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings.

April 29, 2005.

[financials002.gif]

______________________________

Peter H. Lloyd
Director, Chief Executive Officer &

President

Certification of Interim Filings

I, Marcus N. Foster, Director and Chief Financial Officer of Argosy Minerals Inc (the “Issuer”), certify that:

April 29, 2005.

__________________________

Marcus N. Foster
Director & Chief Financial Officer

Filing Compare · ARGOSY MINERALS INC